Fading Fast
by Shades 0f Dawn
Summary: After the death of their friends, Mami, Kyouko, and Homura must protect the city their companions died to protect. But as the wraiths envelop the city, it isn't long before despair and hopelessness sets in. That is, until a mysterious figure appears on the scene with an offer the girls can't refuse. Could this be too good to be true? Will the girls find the happiness they long for?
1. Part I: The City of Shadows

Part I: AFTERMATH

Chapter 1: The City of Shadows

* * *

_If only..._

Mitakihara City.

_If only..._

_Every story had a happy ending..._

A place once full of warm, innocent memories. Now a cold, empty shell.

_If things always played out like they were supposed to..._

_If evil was but a figment of the imagination..._

A town of fragile peace and happiness, ignorant of the darkness seeping underfoot.

_And this was just a dream, waiting to be woken from..._

A hollowed sanctuary, looming in the eeriness of nightfall.

_And the ending always left you with a warm feeling in your heart..._

A stillness hanging in the air, frozen and embellished in time for all eternity.

_And when you closed the book..._

_You knew in your heart..._

A shattered dream. The promise. The wish. The monster. The sacrifice. The cry. The flash of light. Then, nothing...

_That love and courage always prevailed in the end..._

A city that had once been home.

_And you knew that the ones you cherished and loved the most..._

A city they had to protect now, for the sake of the ones they had lost...

_Were always right by your side..._

_Forever and ever..._

* * *

It was drizzling on a dark, dreary evening.

Ominous, gray clouds rolled across the skies, eclipsing the city in a fog of lifelessness. It was the cold, dismal weather that frightened families into their homes; all huddling for warmth by the smoldering embers of the fireplace. The pitter-patter of rain on the asphalt was the only sound that broke the haunting silence outside, aside from the thunder rumbling in the distance. Muddy water streamed by the sides of the street into the gutter. Rows of houses crowded crooked alleyways like rows of feathers on a crow's back.

But as the waning sun set over this gloomy city, a dark silhouette remained standing by the street side.

No one knew who the figure was. She had been standing on the corner of an eerily quiet intersection as the warm fingertips of sunset scampered across the streets and retreated into the horizon. An occasional car would zoom by to break the spell of silence, only to fade away into the distance. It was when the sunset faded away and the shadows elongated that she silently surfaced out of the darkness.

No one knew where she came from, or to where she was headed on this particular spring evening. But in reality, no one cared. Not one stray pedestrian even glanced at her as they ducked their heads and rushed by; eager to escape to their homes. It was almost as if she was not from this terrestrial world, but merely an elusive and fleeting memory no one made an effort to acknowledge. It was as if she was a fading shadow, hiding from the truth and light of day.

But she was there.

Night had already set in when the silhouette silently moved. She had been staring straight into the distance with an unwavering look. Behind her lay a long and dark road; twisted and full of evil. Around her, a foreboding silence descended like the shadows. Ahead of her lay a path, heading off into the uncertain distance. Artificial light from a streetlamp glowed on the sidewalk; a circle of light that acted as a haven from the shadows that threatened to enclose. Finally, as the faint memories of the day retreated along with the light, the figure took a moment to survey the town around her and took a deep breath.

It was time.

She started to walk, aware of the heavy silence that foreshadowed a sinister presence. In every alleyway and corner, there was always another shadow that threatened to jump out at her. Her cold eyes pierced through the darkness and rain as she drew a red ribbon from her pocket and tied it to her hair in one, fluid motion. A stray cat sauntered beside her feet, but it made no recognition of her; she was a soul that had lost its attachment to this world a long time ago. Even if she existed, the rest of the world barely acknowledged her. The only material thing she felt was the cold, unrelenting rain on her cheek, constantly reminding her of the bitter truth.

Despite the emotional trauma and consequent excruciating pain, the figure toiled onwards. Not because life went on, but because life had an end. And she didn't know if she was willing to accept that.

This was her world; one of darkness and despair. For as long as she could remember, she had been fighting, but could not always remember what it was that she was fighting for. She had lost sight of her humanity long ago. Now, her eyes were only peeled to the blackness of night; her heart heavy with a promise she had made to a special friend long ago. This was the destiny fate had laid out for her; a world of emotions and happiness no longer existed in her.

Now, it was kill or be killed.

"_Akemi-san? Can you hear me?"_

A soothing voice broke the silence in Homura's mind, snapping her back into reality. No longer granted a peace of mind, she stopped in her tracks and hesitated momentarily to gather herself before replying via telepathy.

"_What is it, Tomoe-san?"_

"_There's been a change of plans - more wraiths showed up than we had expected." _Mami evenly reported as Homura's keen ears perked up to the sound of a chilling wail in the distance. A hunting cry. _"There are too many of them to deal with in a frontal assault, so we are retreating south. We can strategize once we get a better understanding of the situation."_

"_Understood._" Homura calmly relayed. Her expression remained unfazed as she slowly ran her fingers through her long hair. Things almost never turn out the way you want them to - a cold fact Homura now kept ingrained at the forefront of her mind.

A moment later, a group of shadows began to creep around the corner towards Homura's position as she wordlessly slipped into a nearby alleyway. Beside her feet, a small, white creature seemed to materialize from the darkness, as it looked up at the magical girl expectantly.

"Running again?" Kyubey inquired, as if silently mocking Homura. "Certainly it is risky to attack the wraiths when they are so numerous, but you cannot hide forever. Staying here will only endanger your lives - this city has long gone beyond saving. It is best that you leave soon lest you perish."

So the incubator had decided to make his appearance tonight as well. But tonight, rather than feel the usual cold hatred towards the heartless creature - the same one she had battled with throughout so many timelines to protect Madoka - Homura simply regarded him with an air of apathy. She had become tired of seeing his face, now that he was more of an annoyance than a threat.

"If I had intended to leave, I would have done so already." Homura icily replied as she drew a bow and arrow that was blazing with purple energy. As she continued to walk forth into the shadows, she raised two fingers and angled them in an indifferent waving motion. "If you wish to leave however, I won't stop you. It isn't like we are of any use to you anyways."

"Aside from gathering curses, that may be true." Kyubey stared at Homura with his beady eyes, his calm smile seeming to smirk at the composed girl as he ambled across the cold asphalt. "I have indeed forgotten the reason why I bothered with magical girls such as yourself - this current method of gathering entropy is highly ineffective." He cocked his head to one side, though his expression betrayed nothing. "I believe it had something to do with a race you call... '_witches_'?"

On cue, Homura cast her attention down towards her unwelcome companion. Seconds slowly ticked by as her acute eyes seemed to search for something beneath Kyubey's vapid expression.

"Something like that." Homura finally asserted after a while. It was difficult to determine what the incubator was after, and she didn't have the time nor the patience to find out. An icy breeze picked up and tussled her long hair as she returned to her current situation. "I'll be going, then."

Unfazed and curious, Kyubey continued to loiter behind the impassive girl. "Even if there is nothing tangible to be gained for me here, I would still like to observe your actions. I feel that you may be holding many secrets of my cloudy past, and I intend to learn them."

"Suit yourself." Was Homura's only nonchalant response as she continued walking; barely acknowledging Kyubey as if his importance had long since passed. As the two of them ventured deeper into the darkness, Homura's expression softened as she turned her head up to gaze into the distant night sky.

"_Madoka..._" Homura thought to herself, a cold feeling of loneliness washing over her again. "_How am I doing? Am I protecting the city?_"

Not expecting a reply however, the black-haired girl slid across the slippery cement as she made her way through the complex of buildings.

* * *

On the other side of the city, the rain had faded away though the menacing clouds remained. A thin ray of moonlight reflected from the windows of a skyscraper, illuminating the city, as a golden-haired girl perched on the edge of the roof like a bird ready to take flight. With the watchful pose of a guardian-like entity, she leaned over the railing to survey the dark city below. Nearby, a crimson-haired girl reclined on the rooftop with her arms casually folded behind her head. The soft sound of crunching could be heard as the latter of the two girls chewed on a couple of snacks.

"Akemi-san says she's on her way." Mami finally spoke up as she glanced over her shoulder towards her companion. The grim look on her face mirrored the dark city below. "It's time we start moving as well."

Aware that her break had come to an end, Kyouko lazily opened one eye and raised an eyebrow imprudently.

"That's all she said?" Kyouko asked with a hint of reluctance and scorn as Mami shrugged in puzzlement. Kyouko yawned, not bothering to cover her mouth as she reluctantly propped herself into a sitting position.

"What were you expecting?" Mami implored as Kyouko, now fully awake, rolled her eyes in disdain.

"I dunno. That's our Homura, I guess - a character of few words." Kyouko scornfully remarked. In one swift and fluid motion, she used her hands to acrobatically propel herself upwards; landing silently on her heels like a cat. "I can never tell what's on her mind. Probably that _'Madoka'_ of hers again."

A resigned sigh escaped from Mami's pursed lips. "_Madoka?_ Why, you don't believe her?" Mami asked, though she knew it was to no avail. "To be honest, I'm surprised you bothered to listen."

"Never mind that. I'm surprised she _actually_ answered me when I asked why we were still alive." Kyouko said pointedly. She stalked over to where Mami was and leaned over the railing, gazing into the city depths with a resigned air. "..Though I had to practically pry it out of her, being the reserved person she is."

"I see." Was Mami's succinct response. It was no secret that Homura's explanation of this world and... _Madoka_... was a controversial topic among the three magical girls. "Well, it is hard to believe, but that would at least explain the lapses in our memory. And for some reason, I feel that I've known this _'Madoka'_ before."

Mami still hadn't formed an opinion on the issue. But as crazy and farfetched as it may have been, she couldn't bring herself to dispel it either. There was something that lurked just beyond the fringes of her memory and Homura's otherwise impassive emotions. Something that made her want to know more.

Kyouko shrugged and folded her arms in an apathetic gesture. "Well, I wouldn't know. _I_ never trusted her. But the way things turned out, we've had to work together for too long."

"But it's thanks to her- no, it's thanks to _'Madoka_' that we're still alive." Mami was quick to defend Homura's ideals, though she herself was not sure why. "We may not have been the best of friends, but the fact remains that we must continue to work together if we wish to survive."

"So you believe her story after all..." Kyouko trailed off with an expression close to disappointment, her words lost in the cold wind as she continued to peer into the stormy distance. "Well, I'll admit that a lot has changed since we came to this city. We can't even fully remember what's happened since then. But one thing's for sure..." Kyouko absentmindedly reached out with one hand as a large spear automatically materialized; its sharp tip gleaming in the moonlight.

_"This city doesn't have much longer."_

As the two of them stole into the depths of the city by rooftop, their expressions were grim. It had been a week since the wraiths had appeared: a week since Homura's 'Madoka' had sacrificed herself to eradicate witches - the gruesome fate that awaited magical girls. And while it was true that witches no longer existed, it seemed that some cruel force of this world had attempted to restore its dark balance by introducing these demons.

These fiends served only one purpose: to hunt magical girls. They were numerous, far more numerous than the witches, and although not any greater in power, they were slowly gaining ground in the city. While the inhabitants of Mitakihara City remained ignorant of the growing evil, the wraiths were slowly spreading their darkness. Crime and suicide rates had spiked over the past week. Being the only Puella Magi in the area, it was all the three could do to simply stop the demons' advance. But it was clear that they could not hold out forever.

"Look," The two girls stopped momentarily on the rafters of a convenience store as Mami pointed at the ground below them. "Here they come." She muttered somberly as Kyouko wordlessly nodded in acknowledgment; the latter's teeth gritted in a resentful scowl.

As Mami and Kyouko silently made their way across the canopy of the city, they observed the packs of wraiths - clusters of white cloaks billowing in the wind - materializing below them. The wraiths' elongated bodies swayed back and forth as their hideous faces were turned to the ground in surveillance. These demons hunted in groups like wolves, but at least fifty of them were clustering the streets by now, silently gliding around in search of their prey. It would be suicide to charge at them, so their only option oftentimes was to run and hide.

Luckily for the magical girls, the wraiths only emerged under the cover of night. Once morning arrived, they would disappear as if they were just a bad nightmare. But it was a hellish nightmare the magical girls had to endure as they were constantly on the run. As Mami and Kyouko swiftly raced across the rooftops, they made sure to keep a small profile lest they be noticed. With this many demons about, even a small mistake or miscalculation could get them surrounded immediately and cost them their lives.

After reaching the city center, the two magical girls, having run out of rooftop space and making sure that no wraiths were in sight, slid down to the street below. A chilly wind had picked up; breaking the eerie silence with a lonely howl. Pieces of trash skittered across the barren streets as a dismal fog descended on the city. No one else was outdoors at this moment; it was as if the city was completely empty.

"Well, isn't this a pleasant sight?" Kyouko remarked cynically, hefting her spear over her shoulder. "All the food in the world couldn't cheer me up from this gloomy view."

Mami simply nodded her agreement at the bleak city, wary of the uncomfortable silence. Nearby, a streetlamp flickered briefly before it went out; adding to the suffocating darkness.

"Let's focus on finding Akemi-san for now. Hopefully she made it through alright as well." She finally said, attempting to take her mind off of the topic. Mami started across the bridge as Kyouko, her sharp eyes still peeled to the desolate sight, nodded and trailed behind.

"I sure hope she has something up her sleeve, because I won't be able to stand running from these wraiths any longer." Kyouko declared after a short while, her eyes ignited by a spark of resentment. "At the rate we're going, this city's going to hell."

"So you think we're losing?" Mami asked in lost optimism, knowing her companion's answer before it left her mouth.

"I _know_ we're losing. I just want to do something before we've _lost_." Kyouko stated flatly, suppressing her irritation. She sighed, looking up at the peaceful stars that seemed so far away. "You know just as much as I do that this game of hide-and-seek won't save the city."

"But if we risk and lose our lives on an attack, we won't accomplish anything." Mami countered, her golden ponytails swinging to the side as she turned to look at Kyouko's reaction.

"But if we don't do something, we'll _never _accomplish anything!" Kyouko retorted in bitter frustration as Mami, unable to provide a satisfying answer, remained reticent. Both girls looked down at the damp ground in silence as they continued to walk.

"I hate feeling so powerless," Kyouko admitted after a while as she forced a dry laugh. "I guess I'm just so used to taking everything head on. In the past, as long as I swung my spear hard enough, my problems would go away. But now... now I can't do anything, can I?"

"Don't put all the blame on yourself," Mami was quick to point out intently. "We knew this would be a losing battle, and yet regardless of that fact, we decided to fight it out until the end. We can't afford to give up for _their_ sake..."

Both girls fell silent again as they remembered the loss of their companions. Only several days had passed since then, and none of the magical girls had gotten over the guilt and depression they suffered every time that topic was brought up. Even Homura, as calm and emotionless as she appeared, would sadly gaze into the distant sky if anyone mentioned Madoka's name. So in order to suppress their feelings of grief and guilt, they used the excuse that they were fighting for the city that Sayaka and Homura's 'Madoka' had died to protect. That way, there would be no time to grieve over what could have been, or what should have happened, as the three of them mechanically focused on the next battle and the next wraith to slay among the hundreds that seemed to return the next night. During the night, their minds would be shielded from the onslaught of depression they faced every morning they woke up.

Madoka and Sayaka were gone, but the remaining magical girls were trapped in a vicious cycle of eluding wraiths. Once morning came, they would return to Mami's or Homura's house and rest their bodies, only to run again in the night. As dark as it was however, this was the path they had chosen; this was their punishment for failing to protect what was precious to them. It was a grueling situation, and they weren't sure how much longer they could go on before either their bodies or minds gave out.

"Arghh!" Kyouko kicked a nearby can in disgust, the clattering on the pavement shattering the silence as she started to vent. "Damn that Sayaka! How can she just give up and turn into a witch like that?! Wasn't that moron the one who told me to believe in the good of people?! Didn't she think of everyone she'd leave behind if she died like that?! She... She pisses me off so much!" Kyouko scowled irritably, suddenly aware that tears were building up in her eyes. "Huh...? I... I thought I had already gotten over that... Why... Why am I still crying...?"

Mami remained politely silent, but it was obvious that she was struggling to hold back her grief as well. As Kyouko attempted to calm down and wiped her eyes with the back of her sleeve, Mami tried to console her.

"Don't dwell on that; it's not your fault-"

"Not my fault?! Don't you understand?!" Kyouko sharply looked up, her eyes brimming with frustrated and anguished tears as she continued her tirade. "_I_ was the one who forced Sayaka into despair! _I_ told her that fighting for what she believed in was stupid! If.. If only I-"

"Listen to yourself!" Mami abruptly turned around and firmly grabbed Kyouko's shoulder. She glared at Kyouko as the scarlet-haired girl uncomfortably looked away; the latter's eyes fixated on the ground.

Worry bled through Mami's words like ink spilt on paper, but Kyouko barely registered it in her haze. She'd always been taught to look forward, but how could she now, when she couldn't see the light at the end of the tunnel?

"This isn't like you!" Mami continued to desperately plead with Kyouko. "Saya-... _None_ of us blame you for what happened. There's nothing we could have done anyways. Please get a hold of yourself."

After a few uneasy moments, Kyouko sighed resignedly.

"Yeah... you're right." Kyouko slowly shook her head, almost looking ashamed. "This isn't like me at all. I don't know what's gotten into me this past week."

"I'll bet all this constant fighting has made you tired." Mami suggested as she released Kyouko's shoulders. Kyouko staggered backwards a few steps as Mami's expression softened. "Once morning comes, take your mind off that topic and get some rest." She said as Kyouko slowly nodded her agreement.

"Damn..." Kyouko cursed under her breath as her narrowed eyes bored into the ground in a look of indignation. "I didn't come to this city to get caught up in all this. It's all that stupid Sayaka's fault. This city was supposed to be _my _territory. She just had to get in the way..."

As Kyouko attempted to calm down again, Mami, still keeping a watchful eye over her, tried to contact Homura.

"_Akemi-san? This is Mami. We're nearing the meeting point. Where are you?"_ Mami relayed, her attention shifting to the raven-haired girl as she started to worry that Homura had been caught up in something. She was never late, after all.

"_I've been held up a bit. I probably won't make it there tonight, so I'll find refuge somewhere else in the meantime." _Homura's cool, calm voice rang in Mami's head, putting her doubts to rest.

"_Are you sure you're alright? If you need help, just ask. We'll be right over._" Mami responded in concern, though she silently breathed a sigh of relief.

"_I'll be fine._" Homura paused, before adding: "_Just make sure Kyouko doesn't do anything reckless._"

Mami smiled forlornly to herself. "_So you noticed how hard this has been on her as well._"

"_This has been hard on all of _us_._" Homura conceded succinctly. "_You sound tired as well; perhaps its best if you two lay low for tonight._"

Perhaps it was just Mami's built-up fatigue over the past week playing tricks on her mind, but Homura's voice seemed to have more of an emotional blend to it than usual.

"_Will you really be fine fighting the wraiths alone?" _Mami asked in concern, though she allowed a warm smile to creep into her lips. Perhaps Homura was more thoughtful than she appeared.

"_I'll be fine._" Homura's answered reassuringly. "_I try not to pick fights I can't win._"

"_Akemi-san, before you go..._" Mami hesitated, contemplating her words carefully. "_Do... do you think we can last much longer? I didn't want to ask it before, but the way things have played out with us constantly on the run..._"

"_We'll be fine._" Homura stated in calm resolution. Even though she was far away, Mami could picture Homura's adamant backside in front of her; her arms crossed and her posture emitting an uncanny confidence. Just from those words, Mami could picture Homura's undaunted, unyielding, and unrelenting expression in the face of impeding danger. "_Just believe in me, yourself, and the rest of us._"

Mami smiled again, this time with an air of optimism as her eyes twinkled with certainty. "_I wish I could be as optimistic as you at times like these._"

But Homura didn't reply as Mami was left alone to her own thoughts, sighing to herself in exasperation.

"But even if she says not to be worried, she's all alone. I knew I should have kept an eye on her instead of letting her wander around as she pleases..." Taking in her surroundings once more, Mami turned around to see Kyouko sulking on the other side of the overpass.

"Feeling better?" Mami asked calmly as she walked over to her companion's side.

"Yeah.." Kyouko sighed glumly, leaning against the railing as she rested her head on her crossed arms. "Yeah.. Well, I don't really know to be honest. I just can't stop myself from having those outbreaks every now and then. I don't know what's wrong with me. It just hurts like hell all the time."

"...Was Sayaka that special to you?" Mami asked after a while, her curiosity piqued. "I never did see you two interact after all."

"Well, I wouldn't say that," Kyouko answered softly, standing up. She continued to gaze at the underpass below as she started to open up to Mami. "She was just... someone that I respected? I guess..." Kyouko bitterly laughed, wiping away the last of her tears. "Actually the more I think about it, the more convinced I am that she completely hated me. It's fine though, because I hated her too. I think I still do."

"And yet you can cry for her?" Mami asked, perplexed at Kyouko's contradictory statement.

Kyouko shrugged offhandedly. "I guess it's complicated..." She continued to look off into the distance, as if searching for something in the darkness. "I wonder how she would feel if I were the one gone. Would she feel the same way?"

Mami sighed sadly, becoming aware that this topic was a scathing wound that might never be healed. "Well, she was a good girl. She would probably cry over you too."

Kyouko laughed satirically, though tears had started to resurface in her eyes. "Yeah. That's just the idiots we are, I guess."

The two of them were silent once more, temporarily forgetting the chaos of the situation and losing themselves in the peaceful moment. Even in the midst of the world's maelstorm, these two girls could find solitude and hold an honest conversation with each other. It had been a while since they could reminisce like this. For the first time in a long while, both of them fully realized the true blessing of having a companion by their side.

"Well, don't worry about me," Kyouko said after a while, turning to look at Mami with a sad smile. "No point in worrying about the past anyways."

"You're right," Mami's worried gaze lingered upon her companion as she searched Kyouko's mild expression. "It's time we move on. So let's go, Kyouko."

"Mhm," Kyouko hesitantly nodded, taking one uneasy step, then another. Before long, she was back to her usual self; striding along with an air of confidence although her expression had mellowed.

In front of her, the yellow-haired girl started across the bridge again. As she reached the other side, she spoke up. "What's done is done. For now, we-"

"Mami! Watch your six!" Kyouko shouted as a wraith suddenly burst up from under the bridge behind Mami; its gaping mouth and hands reaching for the yellow magical girl. However, Mami deftly stopped in her tracks, turned, and summoned an array of rifles in a circle around her. As the wraith reached out to grab her, she grabbed the two closest rifles and shot the wraith in shower of sparks that illuminated the night sky as it staggered backwards from the impact, its body evaporating like smoke.

"Thanks-" Mami barely had time to thank Kyouko before a group of wraiths on the far side of the bridge, alerted by the sudden noise, started to slide towards their position across the overpass the two had come from.

"_Now _they show up!" Kyouko retorted as she brandished her long spear, eyes blazing and eager for a fight. However, Mami silently shook her head, placing a firm hand on Kyouko's weapon.

"We're too vulnerable here in the open." Mami stated flatly, turning to run. "Let's evade them for now."

"Tch," Kyouko muttered darkly as she too turned tail from the advancing demons.

The two of them started to elude the wraiths as they made their way across the abandoned street into the depths of the city. Since they were already spotted, the two girls didn't bother to utilize the rooftops, which would just attract unwanted attention. Instead, they kept running from their pursuers past stores and neighborhoods through the black, thick smoke swirling around the city. As they ran, adrenaline pumping through their veins and their heads pounding with blood, the chilling howl of the wraiths wailed their warning cry.

"Over here!" Mami shouted as she veered from the main street to a small, isolated park. Once they entered, however, they immediately found themselves cornered. Wraiths from all directions were slowly beginning to form a circle around the park, closing off all exits.

"These damn demons never give up, do they?!" Kyouko shouted in defiance, gripping her spear as she stood her ground; refusing to back down in the face of the towering, spine-chilling wraiths. The darkness was slowly being blotted out by their ghastly white cloaks as they soundlessly advanced towards the girls; their hideously gaping mouths threatening to devour them.

"What now?!"

"Now?" Mami turned a steely gaze towards the wraiths; the corners of her mouth turned up in a confident smile. "Now we'll do things your way."

Kyouko flashed a menacing grin; her red eyes narrowing.

"I like the sound of that!" She replied as she held her spear over her head. Once a demon reached towards her within striking distance, Kyouko lunged forward; her long spear piercing the wraith as it howled and melted away. Behind her, Mami was busy grabbing rifles by the second as she unloaded cold metal into the nearest demons.

Two wraiths converged upon Kyouko, but acting swiftly, she planted her spear into the ground, jumped, and used it to pole vault above the wraiths as they slashed at where she had been a second ago. Once she was airborne, she dislodged her spear from the ground and twirled it; slamming into both demons as she yelled fervidly. They vaporized into the darkness as Kyouko landed fluidly; crouching like a cat.

In a matter of seconds, however, the area was quickly becoming more and more crowded as wraiths from all over the city started to gather. For every demon that was slain, several more took its place; their sickly white cloaks filling the area with a suffocating glow. Even Kyouko, as determined as she was, soon realized that this was battle they could not win.

"Kyouko!" Mami shouted over the clashing of metal and the crisp accent of gunfire. "We need to escape, now!"

"I know, dammit!" Kyouko yelled back as she twirled her spear around; the sharp tip weaving and slicing through demons at an unbelievably fast rate. "I'll take point; you follow me!"

Kyouko charged forward as her fragmented spear cut through a wide swath of wraiths, temporarily clearing a path through the white bodies to the serene darkness of the city. She sprinted through the path with Mami following behind. As Mami grabbed her last two rifles and was about to unload them into the nearest demon behind them, suddenly, another wraith materialized out of the ground between Kyouko and Mami.

"Mami!" Was all Kyouko had time to shout out as Mami slowly turned her head with an expression of surprise. The wraith wound up, and brought its hand down on Mami at full speed. At the last instant, Mami rolled away and used her last ammunition to send the wraith reeling backwards, but not before its claws shredded through Mami's right shoulder.

"Ahh!" Mami winced instinctively as she let go of her rifles, which were still smoking at the tip. She crouched, clutching her shoulder with her left hand as blood seeped to the ground. The demons were advancing on her, but Kyouko reached Mami first and helped her stand shakily.

"Come on now," Kyouko muttered, focusing on getting Mami into a standing position. "Can you stand? It only got your shoulder, right?" She asked in concern.

"Yeah.." Mami winced again as she looked at the long gash in her shoulder. "Even if I can't feel the pain, this can't be good."

"Talk later." Kyouko slung Mami's right arm over her shoulder to support her as they started to run. "We're not out of this yet."

Using the cover of darkness to their advantage, the two of them tried to lose the pursuing wraiths by ducking into a nearby network of alleyways. From there, Mami and Kyouko made their way towards the outskirts of the city into the area bounded by rusted, chain-link fences, and unfinished buildings. Chipped cement, dust, and rubble crunched underfoot as they sought refuge in this concrete jungle. As the wraiths passed by, howling their hunting cry mournfully, the two of them managed to find shelter in an unfinished four-story complex.

"Here..." Mami and Kyouko both stopped to catch their breaths once they reached the second floor from the top, leaning against the hard metal wall of the room. "Let's stop here for now."

Because this particular building was so isolated from the rest of the city, the magical girls frequently used it as a safe haven and stored some basic provisions to last them the night. As Kyouko gently let go of Mami and started to rummage through the pile of supplies, Mami tentatively let go of her shoulder, only to see that her hand was soaked in blood. She sank to a sitting position on the glossy, tiled floor as Kyouko returned with a bandage in her hand.

"Here," Kyouko walked over to where Mami was sitting as she carefully wrapped the bandage a couple times around her shoulder. "This should stop the bleeding for now."

As Kyouko attended to her, Mami leaned her head below an unfinished window; the hazy moonlight streaming in as it created an unearthly circle of light. Outside, the twinkling, white stars glamorously dotted the black canvas of the night sky, and the shimmering of the silver moonlight bounced off of the clean-swept floor.

"We were lucky back there." Mami finally stated in a breath of relief as the full danger of the previous situation sunk in. "That battle could very well have been the end. It should have been, too."

"I guess we can chalk that up to a guardian angel." Kyouko laughed dryly as an idea surfaced. "Maybe that 'Madoka' exists after all. I'll have to ask Homura to give her my regards."

"Well at any rate," Mami continued flatly, disregarding her companion's joke. "That was rash of us to instigate a fight."

"It's not like we really had a choice." Kyouko muttered sullenly, not completely convinced. She absentmindedly reached out and touched the wall, lightly trailing her fingers over the paint-chipped surface. "And soon, we won't be able to avoid constant fighting anymore."

"That aside, we should have been more careful." Mami stated firmly as she bowed her head in shame. "I should have been more careful and taken a safer route.."

"I don't blame you, so don't blame yourself." Kyouko replied, a daring grin starting to etch itself on her face. "After all, I did get to release some stress. And we did manage to take down about ten of them. That's not half bad. We could have killed more if we had a better plan and vantage point."

As Kyouko went back to the supply pile and rummaged around some more Mami mulled it over.

"I still think it's unwise to launch such a risky attack," Mami finally said as Kyouko returned with her hands full of snacks; her eyes lighting up in childish joy. "We still don't understand the full extent of these demons."

"I just leave those things up to Homura to analyze," Kyouko replied unintelligibly; her mouth already full as crumbs scattered onto the dusty floor. "I'm the type that shoots first and asks questions later."

Mami laughed softly. "I suppose I do too. Relying on Homura a bit too much, that is." She corrected herself as Kyouko gulped down the last of her food and exhaled in satisfaction.

"Where'd she run off to, by the way?" Kyouko suddenly asked, noticing that the black-haired girl was nowhere to be seen. "You don't suppose she got surrounded?"

"She said she was held up and couldn't make it." Mami answered reassuringly. "That was all she said." She quickly added before Kyouko could ask.

"Oh." Was Kyouko's brief response. Her expression betrayed no sympathy, but it was obvious that she was taken aback slightly. "Well, she's still as to-the-point as ever.."

Mami shrugged, then sighed resignedly. "I hope she's alright..." She softly admitted.

Kyouko turned to look at her inquisitively. "Why wouldn't she be? From what I gather, she doesn't seem like the type to die early."

"You're not the slightest bit worried?" Mami asked with arched eyebrows as Kyouko shook her head rigorously.

"No." Kyouko stated resolutely, but then hesitated. "Well... no, I'm not. She hasn't necessarily done anything wrong... but I just don't like her." Kyouko gestured with her hands in annoyance. "She acts like she's above everyone else, and I can't stand it. That's all there is to it."

Mami nodded slowly. It was no secret that Homura and Kyouko had no feeling of comradery between them.

"It's a shame you two don't get along better. I'm sure we would be able to sympathize more with her if she just opened up more."

"Like I said before, I don't understand her at all." Kyouko responded warily, a twinge of suspicion tugging at the back of her mind. "Or this demon business, and how the witches have disappeared... And just what is her true objective anyways?"

"I assumed we all felt an obligation to protect this city. At least, that's why I'm still here." Mami answered, a faraway look in her eyes.

"Well like I said, this city is _my _territory." Kyouko stated in brash resolution. "Or, it _was _supposed to be. I don't know what business Homura has here other than her 'Madoka' thing."

"And she and Sayaka weren't exactly on friendly terms either," Mami agreed. "I can't imagine she'd stay here for her sake."

Kyouko was silent, before replying. "Well, thinking about these things all night won't help. It just makes me more hungry."

Mami sighed in exasperation as Kyouko started to stuff her mouth with snacks once again, though her lips twitched in an amused smile. "All you ever think about is food, you know?" As Kyouko couldn't reply with a witty comment as her mouth was full, Mami continued to talk.

"We should be safe here for tonight," She said assuringly. "Just in case though, one of us should keep watch."

"I'll take first watch then." Kyouko abruptly said, having finished her food.

"But-" As Mami tried to protest, the red-haired girl cut her off with an uncharacteristically stern look.

"You're injured." Kyouko stated, as if Mami didn't know herself. "You should take some time to recover."

Mami hesitated, looking into Kyouko's dark red eyes which betrayed no other emotion. Did she just seem a little... off?

"Thank you." She finally said, reluctantly accepting Kyouko's offer.

Kyouko nonchalantly shrugged, reaching over to grab more food.

"Don't thank me yet; I'm waking you the instant I feel tired." And the room was silent once more as Mami, realizing how exhausted she really was, fell into a deep slumber.

* * *

Somewhere else in the howling darkness, three phantom-like figures silently surfaced from the shadows. A lone wraith gliding in front of them boldly ventured out in an attempt to attack the group, but the silhouette to the left simply flung out his hand and, in a flash of shining metal, the wraith dissolved beneath their feet. As they stood in the shadows, their faces were concealed by the darkness. They remained silent as the chilly breeze picked up, until the figure who had moved spoke up in a low, chilling tone.

"Mitakihara City. A city of shadows." He boomed impassively; his reverberating voice the same tone as the howling wind.

"No matter," This time, it was the figure to the right commenting in a snarky manner; his sneer almost audible. "I say we _burn_ and _destroy_ like we always do!"

"Of course." Finally, the figure in the middle started to speak in a hushed tone. His voice, although soft, emitted unquestionable authority like no other as he appeared to be the head of the group. He wore a dark hood that covered his eyes, but his mouth twitched upwards in an eerie smile. "But first, we take what we need."

No words passed between the figure to the left or right as the leader bowed his head, as if in respect.

"A band of friends lives on, broken and suffering by the cruel rules of this world. It's heartbreaking.." The leader muttered softly, though his voice trembled with unquenchable excitement. "...But simply perfect. I've been waiting for an opportunity like this for such a long time."

Meanwhile, his companion, the figure on the right, stepped forward.

"And will you run this time?" He questioned challengingly. The wind picked up as one could almost feel the leader's eyes narrow threateningly.

"No, I will not."

* * *

The night wore on as the wraiths continued to mill about the dark streets of Mihakitara City. Finally, as the first few rays of dawn appeared over the horizon, the wraiths stopped in their tracks and slowly vaporized into the warm sunlight. As the light filtered in through the open window and shone into the complex the two magical girls were hiding, Mami's eyes slowly fluttered open.

Mami silently awoke as she noticed Kyouko still sitting on the windowsill, legs folded and spear slung over her shoulder. Her sharp eyes were fixated into the horizon with a distant look, as she lazily chewed on a stick of pocky; the faint rays of sunlight dancing across one side of her face. All in all, she made for an interesting scene in that pose. Mami smiled to herself; Kyouko hadn't woken her after all. She never did understand that girl.

"Mornin'," Kyouko said with an air of fatigue as Mami stirred; standing up.

"..Morning." Mami slowly replied, instinctively feeling for her right shoulder. The bleeding had ebbed away overnight, but the cloth was soaked in blood. "You should have let me take over." She chided, though not as firmly as she had hoped.

Kyouko simply turned her head to look at Mami. With the back of her head to the sun, it was like a shadow was cast over her face. "I didn't need the help." Kyouko stated adamantly as Mami squinted in an attempt to meet Kyouko's eyes. "You were injured; you needed the rest more than I did."

"If you say so," Mami said, turning to look at the sun. "But you don't have to take on everything yourself."

"I just wanted to think over some things on my own," Kyouko replied cryptically as Mami again turned to look at her in puzzlement. Then, Kyouko's facial features brightened slightly as if the shadow had disappeared.

"But I don't do things for free, you know." Kyouko added cheerfully as more light streamed through the window. "You owe me a good meal once we get back. Now that it's morning, I'm starving!" She grinned cunningly, her stomach growling in response.

Mami was taken aback slightly; hadn't Kyouko seemed.. different? But looking at her red-haired companion's childish grin brought a smile to her face. Perhaps Kyouko was stronger than she thought.

"Alright," Mami surrendered reluctantly. "Then, I'll see what I can do."

The faint sunlight was a welcome sight to Mami and Kyouko as they slipped away from their hiding spot and made their way to Mami's apartment room. Kyouko tiredly flung herself on the living room couch while Mami disappeared into the kitchen to fix a few cups of tea. Although Kyouko had insisted that she could take care of herself, eventually she gave in to Mami's nagging that they would be safer together. Even if the wraiths only came at night, none of the magical girls wanted to compromise their safety at any time. And besides, even though Kyouko wouldn't admit it, she secretly enjoyed Mami's company. A short while later, a familiar black-haired girl stole through the front door; dust on her clothing and a couple of scratches that indicated that she had been caught up in an incident as well.

"Well, well, isn't this a pleasant reunion?" Kyouko said, laughing dryly as she placed her feet on the table, feigning a smile as she looked sharply at Homura. "We've managed to survive another night. Why the long faces then?"

But the joke was lost upon them as the gloomy air presided over them. They were all thinking the same thing once again; how much longer until one morning, this room was empty?

"Well, I'm glad that we're all safe," Mami hurriedly said as she placed the cups of tea before Kyouko and Homura, trying to break the gloomy silence. "Now we need to conserve our strength for the next battle."

"Tomoe-san is right." Homura quickly responded, as expressionless as ever. "Even as magical girls, rest will do us some good." As she accepted her tea, Homura looked questioningly at Mami as her eyes wandered on her bandaged shoulder. In response, the golden-haired girl wordlessly shrugged, as if to say that it was nothing.

"So, what happened to _you_ last night?" Kyouko asked the stoic girl, though she wasn't sure if she really wanted to know. In some respects, Kyouko understood Homura's desire to be left alone.

"Nothing of concern." Homura replied dismissively, then paused as she tried to rephrase her answer. "Well, besides collecting data, that is."

"What data?" Mami asked; curiosity nibbling at her.

"Data about the wraiths, and how they have been steadily increasing in number." Homura answered succinctly.

"_Really_? I wouldn't have guessed." Kyouko cut in derisively. Simply being around Homura was worsening her mood.

Ignoring Kyouko, Homura pulled a neatly folded piece of paper from her pocket and laid it out on the triangular table. Upon closer inspection, it appeared to be a chart of some sort.

"Each night, I've been surveying the city and estimating the number of wraiths," Homura continued. "My data shows that within the next week, they will surpass five hundred."

"Five hundred?!" Kyouko exclaimed in astonishment, having just downed her cup of tea. "By then, it'll be damn near impossible to run and hide, much less launch a counterattack!"

"That is precisely why I believe we must act soon." Homura stated fixedly, her keen gaze resting upon her red-haired counterpart. "Once we are all rested, I'll go over the plan."

"If this was going to happen, why didn't we attack earlier?!" Kyouko asked in indignation, but was immediately silenced by Homura's impassive stare.

"We had to wait for an... opportune time." She finally admitted, not meeting Kyouko's eyes. "It took a while to set things up, but I feel that the time is near. Besides," She added under her breath so that Kyouko wouldn't hear. "-it is imperative that we are all emotionally stable."

"Huh? Did you say something?" Kyouko blinked in confusion as Homura shook her head.

"Nothing you should worry about." Homura was quick to respond. "Perhaps you should get some rest. We have a long day coming up." She pointed out as Kyouko yawned; resisting the burning urge to ask as she felt her eyelids grow heavy from the night's exhaustion.

Eventually, Kyouko fell into a deep slumber as Mami offered Homura another cup of tea...

Outside, the howling wind had picked up once more, and an ominous shadow descended upon the penthouse like a bad omen.


	2. Part I: An Irresistible Offer

Part I: AFTERMATH

Chapter 2: An Irresistible Offer

* * *

"Whenever I wish for someone to be happy, someone else has to suffer as much..."

Sayaka bowed her head in resignation, as Kyouko gasped in shock at her companion's darkened soul gem.

"That's what it means to be a Puella Magi." Sayaka whispered as she turned to look at Kyouko; tears welling in her eyes in a sad expression of defeat.

"I'm such an idiot..."

Suddenly, a blinding flash of white light filled the empty train station. Upon opening her eyes, Kyouko immediately found herself in a dark, strange environment. Phrases of musical notes and chords drifted above a black and white checkered ground as the scarlet-haired girl immediately recognized she was in a witch's lair. Turning around, Kyouko noticed Sayaka's unconscious body falling in the gloomy indigo sky.

"Sayaka!" She exclaimed, immediately jumping to save her companion.

However, a gruesome witch wearing a helmet and a dark, flowing cloak appeared out of the depths and barred the way. On cue, black wheels rained down from the sky, but barely hampered Kyouko as she skillfully dodged them. She jumped, grabbing the prostrate body from the air, only to find herself right in front of the enemy. With its three eyes fixated on the helpless magical girls, the witch howled horribly as the air shook.

"What's that? Just what the hell are you?!" Kyouko shouted, her anger building up amidst her confusion. "Just what did you do to Sayaka?!"

Instead of responding, however, the witch brought more wheels raining down as one struck Kyouko head on. She grunted and recoiled in pain; drifting backwards when all of a sudden...

"Get back." Homura's collected voice came from nowhere as Kyouko spun around to locate the source. A split second later, the ebony-haired girl disappeared as at the same instant, a grenade appeared right in front of the witch's face. It detonated in a burst of flames as Kyouko braced herself against the shockwave. Opening her eyes, she saw Homura appear a few steps in front of her. Before she could process anything, Homura reached her hand out.

"Hold on." Her composed voice left no room to argue.

"What are you..?" Kyouko asked in a quivering voice as the events were happening too fast for her mind to process.

"Just do it!" Homura's voice was more demanding this time as the witch prepared for another salvo. Gritting her teeth, Kyouko grabbed the black-haired girl's hand as Homura's shield started to light up. Suddenly, the witch and the background movement froze as time seemed to stop around them.

"She's..." Kyouko gasped as she came to a realization.

"If you let go of me, time will stop for you too." Homura warned. "Be careful."

Taking advantage of the opportunity, the two magical girls fled as Kyouko chanced a look back.

"What's going on?!" Kyouko demanded, her voice rising sharply. "Where did that witch come from?!"

"That is Sayaka Miki." Homura answered, her voice emotionless as her long hair flowed up and down in accordance with her stride. "You have seen it for yourself, haven't you?"

"Are we running away?" Kyouko challenged.

"Drop that useless burden if you want to come along." Homura replied coldly, dismissing Kyouko's objection. "Let's kill that witch. Can you do it?"

"Are you insane?!" Kyouko exclaimed, her eyes wide open in sudden shock and indignation.

"You'll just be a hinderance with that." Homura asserted flatly. "Get out of here for now."

Unable to come up with a response, Kyouko remained reticent as she and Homura ran towards the beckoning light at the end of the witch's lair; the pattering of their footsteps lingering in the air. When the bright light enveloped them and faded away, they found themselves back in the quiet train station. As the clock struck one, Kyouko took a few trance-like steps until she collapsed on her knees; Sayaka's prostrate body still in her hands. Noticing this, Homura turned to look back at the dazed red-haired girl, but offered no consolation. Nothing more was exchanged between them as the darkness clouded Kyouko's vision...

...

Suddenly, the environment shifted as Kyouko found herself plummeting down a dark abyss. A ways off, the witch that had been Sayaka shared the same fate. The scarlet-haired girl didn't question the abrupt situation, however, as she somehow knew what needed to be done.

"Please, God... If this is how my life ends... Let me see a happy dream at least once!" Kyouko's thoughts scattered as she was swallowed by the dark void. As she landed, Homura mysteriously appeared several meters behind her. Kyouko's spear clattered to the ground next to Homura as the black-haired girl's eyes widened in realization.

"Kyouko!" Homura softly exclaimed as the spear dissolved in a purple fire. As Kyouko shakily stood up, clutching her arm in obvious pain, Homura whispered under her breath. "No... you..."

"It's alright," Kyouko said, a strange feeling of calm washing over her. "Just protect the one thing you really want to protect, until the very end." She then turned to face the monstrous witch as it patiently waited.

"Heh.." Kyouko laughed bitterly, resigning to her inevitable fate. "And here that's what I thought I was doing until now..."

And in one, fluid motion, she grabbed her black hair ribbon and yanked it off as a golden hairpin flew into the air. Kyouko quickly secured it in her hands, and knelt in a peaceful praying motion.

"Go." This time, it was Kyouko who commanded Homura as the raven-haired girl slowly stood with a look of disbelief. "I'll handle this." Kyouko affirmed as a purple flame started to envelop her body.

As Homura wordlessly nodded and turned to escape, Kyouko fondly smiled in what she thought was the last time. "Don't worry, Sayaka." She said soothingly as an array of spears extruded from the ground to form a ring around the praying girl.

_"It sucks to be alone. It's okay. I'll be beside you... Sayaka."_

And with that, she tenderly kissed her hairpin and released it into the air. Then, she grabbed her revitalized spear, spun it once, and as the hairpin cracked and exploded, she felt truly at peace in a long time. Then, nothing.

...

When Kyouko next opened her eyes, she found herself in an unfamiliar room. Surprisingly enough, Mami and Homura stood nearby; albeit speechless. Overhead, the dark, night sky blanketed her view in ominous silence.

"Sayaka? What happened to Sayaka?" Kyouko asked in surprise, regaining her bearings as she tried to remember what happened last. Mami was supposed to be dead. _She_ was supposed to be dead. Was everything just a bad dream?

"She went away... Led astray by her denial of change." Mami softly answered, looking at the ground in sorrow. "She used all her energy in that last attack."

As Kyouko jolted back to reality, remembering Sayaka's fate, her fist slammed into a pole.

"What an idiot... What's the point of disappearing for the sake of the guy you love?" Her voice quivered as she struggled to hold back tears. "That idiot... We finally became friends..."

"That is the fate of all Puella Magi." Mami responded solemnly; her words heavy with gloom. "You should have learned that when you acquired these powers. Our hope will bring misfortune to this world, and we must disappear before that happens."

"M-Madoka..." Homura whispered as she started to sob uncharacteristically. Taken off guard by the always stoic girl's sudden change of emotions, both Kyouko and Mami turned to look at her in surprise.

"Akemi-san...?" Mami asked hesitantly, unsure of what to do or say. "Madoka...?"

"Who's that...?" Kyouko picked up where Mami left off; her eyebrows knitted in confusion.

Homura didn't respond, however, as the three magical girls remained at a loss for words in the tranquil night. In the distance, a faintly lit star twinkled and then faded away; forever lost in the vast night sky.

"What is next for us?" Mami finally asked what they had all been thinking as Homura, wiping away her tears, collected herself as if nothing had happened.

"We stay here." Homura concluded resolutely. "We protect this city - the same one our companions died to protect."

"The city she died to protect...?" Kyouko shut her eyes as tears started to stream down her face. "Damn it! How selfish can she be, leaving us behind? It's not fair..."

"It is best if we return." Homura decided, unaware of Kyouko's situation. "Nothing good will come if we linger here."

But as Homura and Mami started to walk forward, they noticed Kyouko remaining behind; as unresponsive as a statue.

"Kyouko?" Mami asked in concern. "Aren't you coming?"

The red-haired girl remained silent, looking down at the ground as the soft sound of tears dripping to the cold ground below caught Homura's attention.

"Sakura Kyouko." Homura stated, noticing her companion's indecisiveness. "Come."

"No..." Kyouko slowly shook her head. "I... I have to be here in case Sayaka changes her mind and comes back. After all," The red-haired girl looked up at her companions with an odd smile. "Doesn't love and courage always triumph in the end?"

In her dazed state of swirling emotions, she expected Sayaka to appear any minute, grinning cheekily as she would start to spout her heroic ideals while Kyouko quickly rebuffed them. Or she expected Homura to calmly devise a plan that would defy the laws of the universe and revive Sayaka. She expected Mami to start daydreaming and discussing what she would do once Sayaka was back, showering Kyouko with enthusiastic optimism. But most of all, she expected herself to believe. Kyouko wanted to believe that Sayaka would somehow be alright; that even death could not silence her headstrong personality.

However, her futile hopes was quelled when the optimistic girl was only met with desolate stares; anxiety written across the other magical girls' faces.

"Kyouko..." Mami whispered sadly, though she couldn't bring herself to break the red-haired girl's fervent spirit.

"She's gone," Homura said, with a twinge of softness in her voice. "I'm... I am truly sorry, but nothing can be done. You saw it yourself."

"Nothing? Then why am I still alive?!" Kyouko suddenly demanded as she shuddered uncontrollably; a sharp, bitter chill running up her spine. "Why am I here when Sayaka isn't?!"

"That was her choice," Mami tried to reason with the distraught girl. "She wanted it to be like this..."

"You!" Kyouko suddenly rounded on Homura. "How could you let her die?! I thought I could trust you!" She yelled as all the emotional trauma she had kept bottled up now ejected in full force; directed at the one she felt was most responsible for Sayaka's death. "But what did you do?! You stood by as Sayaka turned into a witch! You didn't care when she died! And then you failed to bring her back!"

"Sakura Kyouko, that's enough!" Homura retorted in self-defense, growing indignant herself. "Don't you think I would have saved her if I could have?"

"Then, why didn't you?!" Kyouko cried in anguish, her tears scattering everywhere as her heart ached.

"Because her fate was sealed once she became a magical girl!" Homura exclaimed as both girls were in each other's face; glaring daggers. "A girl like her was already dead once she made her contract! She _couldn't_ be saved!"

"That's impossible.." Kyouko shook her head as she seethed and clenched her fists. "You just gave up on her."

And as Homura, unwilling to escalate their conflict, remained taciturn, Kyouko felt a small seed of anger and frustration towards the impassive black-haired girl imbed itself in the back of her mind, even though she knew it was only fed by her own guilt and anger at herself. But she didn't want to reason; she couldn't, anyways. It may not have been a fair indictment, but with all the churning emotions and trauma Kyouko was experiencing at the moment, she didn't give it a second thought as the fires of animosity and self-denial smoldered. Sayaka's death had left a gaping hole in her heart and soul that could not be repaired.

"Sayaka..." Kyouko whispered, as her strength and energy started to fail her. She reached up and ran her fingers through her lush hair; her heart sinking when she found that her hairpin was still intact. "Please don't... leave me here..."

And as reality sunk in like the cold waves over a swimmer's face, Kyouko - dealing with the immense trauma of the situation - slumped down as she closed her eyes; hoping that she would never have to set eyes on this cursed city ever again...

_It sucks to be alone..._

* * *

Kyouko woke up later in the day as the sun had reached its brightest. As she became conscious, she remembered the dream she had last night; the same nightmare that had been haunting her every night. Once awake, Kyouko was again faced with the cold reality of Sayaka's death.

She was really gone; even Kyouko's memories of her were slowly fading away. Before, Kyouko had cried endlessly as she lost herself in depression; the first few days were the hardest. Now, she simply felt empty; a shell of her former self on the inside. The only motives that continued to drive Kyouko onwards were a smoldering hatred towards the inhumane black-haired girl and a desire to avenge Sayaka's death by eradicating the wraiths.

Living meant nothing, if there was nothing to live for.

Soon enough, the ever annoying rays of sunlight shining through the window fell upon Kyouko's face so that it became impossible to sleep any longer. As she slowly opened her eyes, she found herself on the couch with a thin blanket pulled over her body. Kyouko also became aware of Mami and Homura talking quietly on the other side of the room. The notion struck Kyouko as odd; the two of them had never really been close, yet they seemed to confide with each other more in part due to the wraith situation.

"You're awake." Homura noted as she watched Kyouko groggily sit up, the scarlet-haired girl not bothering to cover her mouth as she yawned. Mami smiled warmly, wordlessly offering another cup of tea as she gingerly favored her still-injured shoulder.

Kyouko, meanwhile, only glared at Homura.

"Why are you still here?" She asked coldly, feeling no sense of companionship. "Don't you have your own house?"

"I had to discuss some things with Mami for the time being." Homura dismissed the topic as she ignored the red-haired girl's piercing scowl.

"Is that so?" Kyouko responded derisively, debating whether to expend any energy into continuing the conversation before she gave up. "Well, don't let me bother you." Kyouko muttered as she flopped back down on the couch and tried to escape back into slumber.

Homura cleared her throat, displaying no irritation despite her companion's rude behavior. "I neglected to ask beforehand, but how is the condition your soul gem?"

"Fine." Kyouko grumbled, though she didn't bother to check it.

"We have a couple of cubes to replenish it if you need." Mami piped up. "Though it's unfortunate we weren't able to recover any from last night's escapade."

"I don't need them," Kyouko brushed off the topic with a nonchalant wave of her hand. "I didn't even fight much anyways." She added, though to no avail.

"Conflict is not the only way to darken your soul gem." Homura stated automatically, as if reciting rules from a guidebook. "Emotional trauma will too."

"I already know that." Kyouko muttered as she sat up, realizing that she couldn't fall asleep as the room was too bright. Another annoying thought bothered her; the fact that Homura could have draped the blanket Kyouko was using on her while the scarlet-haired girl was sleeping. Kyouko hated being in debt; especially to her.

Homura raised an eyebrow. "You seem more edgy than usual. A bad dream?" She mused out loud.

"It's none of your business." Kyouko answered flatly. She didn't want to remember.

"Then, pardon me for asking." Homura responded in a half-hearted apologetic tone that did little to alleviate Kyouko's mood and almost compelled her to snap back.

"We were just discussing Homura's plan." Mami spoke up, trying her best to lighten the gloomy mood as Kyouko bit her tongue and restrained her emotions for the umpteenth time.

When Kyouko didn't answer, Homura took it as a cue to continue talking. "It would be in your best interest to listen." She said, expectantly waiting for Kyouko's response.

"..I'll just leave everything up to you guys." Kyouko said after a while.

"Don't you feel any sense of obligation towards this city?" Homura asked in such a speculative manner as if probing the disgruntled girl's inner thoughts.

Kyouko shrugged, attempting to keep a candid face. Luckily, mind-reading wasn't among the array of Homura's powers. "Not particularly." She admitted, although she wasn't sure if she really believed it or not.

"Then, why are you still here?" Homura inquired, pressing the topic as she held one hand out in a gesture of perplexity. As analytical and careful as she was, she still could not pinpoint Kyouko's motives or behavior "Are you still feeling remorse over Sayaka's death?"

Kyouko gritted her teeth as the raven-haired girl's words unexpectedly hit her the wrong way. "That's none of your business." She stated flatly. "This city is my territory; nothing more. I'm just protecting it like I should."

"I didn't know you cared." Homura responded, unaware of Kyouko's rising irritation.

"I don't, really." Kyouko was quick to respond, taking a deep mental breath. She sighed as she remembered last night's conversation with Mami. "But you know, don't you get tired that it will never end?" Kyouko asked, voicing what she suspected everyone had been thinking. "We're fighting to protect this city, but I can't be the only one that thinks there's no hope for it, right?"

"We're simply protecting what our precious friends died to protect." Homura said evenly. "That's all there is to it. Personally speaking, I have no other attachments to this place."

"Damn wraiths..." Kyouko, irked at Homura's answer, muttered under her breath, though purposefully loud enough that the black-haired girl could hear. "If only that Madoka of your's could have spirited them away as well."

This time, it was Homura's turn to narrow her eyes "She sacrificed her life for us, thinking she saved the world." Homura expounded flatly. "She gave us hope."

"Hope?" Kyouko snorted as she stood up; her energy renewed as her burning anger flared towards Homura. "What good is hope when there's nothing to look forward to?" She asked scornfully; her voice rising as she was unable to conceal her frustration any longer. "Even if we somehow manage to defeat the demons in this city, then what? What are we supposed to do? Sayaka can't come back! Madoka can't come back either!"

"That's-" Homura started to retort, before she was cut off by Kyouko's harangue.

"You keep talking how 'Madoka' was so great! If she was so great, why couldn't she destroy these wraiths as well?! Why couldn't she bring back herself and Sayaka?! Was Madoka's sacrifice for nothing then?!"

"You're not being reasonable." Homura snapped as she glared at her hot-headed counterpart. "You better watch what you say."

"And why don't you just say what's on your mind?!" The words were out before Kyouko could stop herself. "Why are you acting like you aren't hurting as well?! Was Madoka even that important to you?!" She demanded as she regretted it almost instantly.

"If I recall correctly, you _were_ one of the primary reasons that drove Miki Sayaka to becoming a witch." Homura shot back coldly, as the damage had already been done. "I suppose it's not completely your fault, though. It's a pity, but we all knew she would end up that way regardless; her naivety and rash sense of duty led to her downfall."

Kyouko jumped forward and grabbed Homura; scowling. "Don't you dare talk about Sayaka like that!"

"Stop it you two!" Mami suddenly exclaimed; tears forming in her eyes as she couldn't bear to watch any longer. "We can't be fighting each other!"

As the passion of the moment washed away, Kyouko and Homura turned away from each other in shame, looking at their feet.

"I apologize," Homura was the first to speak up in a soft tone. "I didn't mean what I said."

"Yeah... whatever." Kyouko answered, feeling emptier than before. "What's done is done, isn't it?" A few tears slowly trailed down her flushed cheeks and silently dripped onto the carpet. "We... We weren't good enough to protect what was precious to us. It's only right that we're faced with this hell."

"Kyouko..." Mami started to say, attempting to console her dejected companion. "Don't blame yourself."

"I don't understand how you two don't fall into despair like me." Kyouko muttered, looking at the ground dejectedly. "Sometimes... I just don't know who I am anymore. I mean, how can I after all that's happened?"

"Of course we're hurting, Kyouko." Mami answered comfortingly. "But we still have each other, right?"

"We are able to keep going because of the promise we made to our precious friends." Homura affirmed; her now worried eyes resting upon her distraught companion. "It's our responsibility to set things straight, once and for all."

"Even so..." Kyouko trailed off as she didn't finish her sentence when Mami suddenly stood up.

"Ah, I forgot to mention this earlier, but we're running a bit low on supplies. I'll go buy some at the grocery store before night falls."

"No need," Kyouko cut Mami off as the golden-haired girl started towards the door. Once again, a strange look crossed the scarlet-haired girl's face that neither Mami nor Homura could discern. "I'll get it."

As both Homura and Mami looked at her questioningly, Kyouko shrugged it off.

"I wanted to get some fresh air anyways," Kyouko said in an even tone to no one in particular. "It doesn't feel right when I'm cooped up in one place for a while."

Slipping on her boots, Kyouko wordlessly made her way outside. As the front door slowly creaked shut, Mami turned to Homura with a worried expression.

"Will she be alright?" Mami asked in concern.

"I can't say." Homura answered. "People cope with loss and depression differently. In Kyouko's case, she doesn't know how to deal with emotional adversity so her emotions and personality run rampant. She was never a stable individual to begin with, but now that has been amplified by the death of Miki Sayaka." Homura paused, as she shut her eyes in frustration at herself before adding: "I said too much as well; it's partly my fault that she's like this."

"Don't say that," Mami softly reprimanded. "You just want to protect her, like me. Surely there's something we can do for her then, isn't there?"

The stoic girl shrugged, absentmindedly toying with the empty tea cup in front of her. "Even I don't have an answer for that. Perhaps it's best we support her and wait it out. Or maybe it's best if we leave her alone. Either way, this is a stressful environment for anyone to be in right now."

The two of them remained silent for a while; lost in thought. Kyouko's earlier words had resurfaced their doubts; even if the wraiths were dealt with, what would they do afterwards as magical girls? Did this world possibly have any place for them?

"So what was this 'plan' you were talking about?" Mami asked, dismissing her troubling thoughts as she looked for an excuse to shift the conversation. "You sounded pretty optimistic about it earlier."

"Ah," Homura looked up, regaining her train of thought. "That's right. I was waiting for Kyouko to wake up before discussing the details, but I suppose it does not matter now."

As Homura was speaking, she once again pulled out her map; indicating towards the marked grid lines.

"Like I mentioned before, the number of wraiths has been increasing. However, I've also noticed a correlation between light and the number of wraiths each night. Since these demons have appeared, the number of city lights at night has been dwindling as the number of wraiths increase."

"Well, certainly," Mami agreed; slowly nodding. "But couldn't that be due to other factors as well?"

"Even so, it appears that the less light there is, the more wraiths show up."

"We also know that the wraiths don't appear in the daytime." Mami pointed out.

"It appears that they avoid light in general." Homura concluded as she pulled out a yellow highlighter and drew a ring around Mitakihara City. "So, in order to counteract the wraiths, I have set up a network of skylights around the perimeter of the city. This, when activated, would bring forth light into most areas of the city which should effectively counteract the wraiths."

"So on any given night, we can simply activate a switch and light up the entire city?"

"Correct." Homura answered, shading the city neon yellow as if to enunciate her point. "It took some time to set up and experiment, and it seems that the light will cause the wraiths to dissolve away into the shadows."

"Does it permanently kill them?" Mami asked.

"I can't be sure," Homura quickly answered. "But at the very least, we won't have to worry about the demons at night as long as we keep the skylights on constantly. Though," Homura added after a second of thought. "I'd have to imagine that some people may not be happy. It's also possible that the power grid might suddenly short-circuit and the skylights would malfunction. This plan is not perfect, but at least it provides us with a decent safety net at any given time. I intend to test it tonight, once the occasion arises."

"Have you mentioned this to Kyubey?" Mami inquired, bringing up the elusive white creature.

Homura shook her head, frowning as she crossed her arms. "I cannot say I completely trust him, after all he has done. He is not completely on our side as he was once willing to sacrifice us, and he certainly doesn't work with the demons either. I prefer to think of him as a third party; nothing else."

"Where is he?" Mami asked. "Doesn't he travel with you?"

"He comes and goes." Homura answered evenly, though she didn't make an effort to conceal her apparent apathy towards the incubator. "I make it a point not to pay him any attention."

"Do you suppose he's continuing to try to make more contracts to magical girls?" Mami asked with a hint of alarm as the thought had just occurred to her.

Homura dismissed it with a wave of her hand. "Currently, I doubt it. Gathering curses has not proved to be beneficial to his species, seeing as how the energy produced amounts to very little."

"But he's still here." Mami pointed out.

"He's merely observing us, for now." Homura said. "Sooner or later, he'll become bored and leave. At least, that's what I'm hoping."

"Let's hope for the best, then." Mami agreed as she stood up and walked over to the balcony doors; gazing into the sunlight that streamed through. As powerless as they sometimes felt, feeling that familiar warmth helped calm her nerves, providing a sense of hope, though perhaps simply a dream of the optimistically inclined.

"That's all we can do at this point anyways..."

* * *

Vividly golden sunlight, bathing the city like a warm shower on a midsummer's night, scorched the scarlet-haired girl's back with unnecessary warmth as she sullenly sauntered towards the grocery store. Mitakihara city was a radically different world in the daytime than at night; clear blue skies enveloped the radiant sun like a golden pearl in an aqua lagoon. The rejuvenation of balmy sunshine and invigorating energy gushed through the city blocks as the air resonated with the jumble of raucous car engines, shrill honking, and rapid exchanges of conversation. The sidewalks were spilling over with pedestrians as they streamed by in a sea of business suits, school uniforms, and casual clothing alike. Flocks of pigeons continued their merciless quest of feasting on crumbs that littered the sidewalks. The pleasant aroma of street vendors wafted through the air, beckoning to hungry bystanders. The once ominous shadows retreated into the dark alleyways as last night's episode seemed to be a distant memory.

The rest of the world barely noticed the red-haired girl silently passing by; her head hanging and her hands shoved in her jacket pockets as she wallowed in self-pity and frustration. The lively scene in front of Kyouko seemed almost dreamlike, as if she was just a visitor from another dimension. Her real world was out of sight of the average person's view; at night when darkness reigned. Only then did Kyouko truly feel alive. During the day, when she had enough respite to mull things over, she lost herself to her depression. Sometimes even food had lost its appeal to the heaviness in her stomach.

As the sounds of the world droned on in her ears, the scarlet-haired girl gritted her teeth. Kyouko hated crowds; she never cared much for people and noise. Even when she was with just Mami and Homura, at times she felt their presence overbearing. On several occasions, Kyouko had debated whether to leave and live independently like she was used to. After all, she was a loner at heart; sometimes she didn't know how to interact with others. But time and time again, Kyouko came to the realization that there was no other way. She simply stood no chance fighting alone. As much as she craved to be rid of this horrible world, another part of her stubbornly resisted death. As a result, Kyouko was stuck in her dilemma and resolved that as long as she minimized her time with Homura, she could afford to live with the magical girls.

Kyouko hadn't meant to argue with Homura. She disliked her, but, as much as Kyouko didn't want to admit it, the black-haired girl had done nothing wrong. However, when the flames of acrimony started to control her mind, she could do little to stop herself from venting towards Homura. As that troubling thought settled in her mind, Kyouko stopped in front of a small store on the corner of a city clock while waiting for the traffic signal to change. Absentmindedly peering through the front window, her sharp eyes rested upon a small, silver necklace with a symbol of two interlocking hearts on a pink gem. The sign above read _friendship. _As down as she was, Kyouko managed a small smile at the absurdity and complete innocence of the emblem.

"_What would Homura think about it?_", she wondered to herself, amused at the idea of the impassive girl wearing a feminine-like accessory. Due to the stress of her situation, it had been a while since Kyouko could genuinely enjoy being herself, though sometimes she wasn't completely sure what that meant any longer. The traffic signal changed as nearby pedestrians strode by and the world around her moved on in a blur, but Kyouko remained glued to the store window. Then, she made up her mind. Perhaps it was time to set things straight. A simple necklace might not be enough to make up for all the trouble she had caused the raven-haired girl, but at least it was a step in the right direction...

A few minutes later, Kyouko made her way to the grocery store, necklace in hand and lost in her own thoughts. Using the money she had borrowed from Mami, she bought the necessary supplies without a word. Kyouko had just exited, shopping bags dangling from her hands and her head lifted to the sunny skies, when she noticed a silver-haired boy and a green-haired girl stroll past. The silver-haired boy had a bandage around his hand, and the green-haired girl was avidly gesturing towards it, as she attempted to steady the boy's hesitant stride. Although Kyouko couldn't hear their conversation, she stood stock still as she watched them fade into the distance.

She knew who they were; she knew what they meant to Sayaka, and how deeply she had cared for them in the end despite her emotional turmoil. Now, Sayaka was gone. Now, they wouldn't even remember her. Dark thoughts began to cloud Kyouko's mind as deep down, the embers of hatred started to smolder again. Once again, in a split second, her optimistic mood had faded like a feeble candle flame. The shadows continued to darken, and they started to seep out of a nearby alleyway towards the unsuspecting magical girl before she could even notice...

* * *

The golden rays of sunlight had already begun to attract a reddish tinge before Homura and Mami started to grow anxious of Kyouko's return.

"Kyouko's been gone for a while." Mami spoke up, having just returned from taking a shower. Drops of water glistened in the afternoon sun as they danced along her glossy hair. Her shoulder had also been re-bandaged as the wound had started to heal. "I wonder what's taking her so long?"

"Perhaps she merely lost track of time." Homura responded, though neither of them were convinced. In her current state, Kyouko was unpredictable at best. In hindsight, it was a mistake to let her wander outside by herself.

"Even so," Mami started to say. "it's dangerous to be out this close to night."

Homura peered out the window, estimating how high the sun was. "There's still at least a few hours until sunset, so she should be fine. Did you try to contact her using telepathy?" She asked as Mami shook her head in futility.

"She won't answer, you know how she is sometimes." Mami answered fretfully.

"That doesn't necessary mean something wrong has happened." Homura pointed out, though she too was unable to conceal her anxiety.

"Still... I can't shake this bad feeling." Mami stood up in determination, making her way towards the door. "I think I'm going to check on her."

"I'll come too." Homura offered, following suit as she tussled her long, silky hair. "If she did get caught up in something, it's better both of us go."

The two girls exited the apartment complex as they rushed into the city. As they ran downtown, the skies above were illuminated by the red, orange, and golden tinges of sunset that pierced the horizon; signaling the ending of the day. By now, the number of pedestrians had reduced significantly; only a few scattered the sidewalks. The absence of crowds made looking for Kyouko much easier, although by this time, the red-haired girl could be anywhere.

"Where could she have gone...?" Homura muttered in a mixture of worry and slight annoyance as her keen eyes scanned the area for the familiar sight of Kyouko's green jacket and flowing crimson hair.

"Homura! Over here!" Near the edge of a street corner, Mami pointed to a spilled bag of groceries. Bags of snacks littered the ground randomly, as if a struggle had occurred. Homura joined her as the two of them examined the scene. "Do you think this was hers?" The golden-haired girl asked in concern.

"That's a possibility." Homura answered briefly as she focused on any clues surrounding the area. With only a few bystanders, Kyouko could have disappeared without catching the attention of anyone. Asking around probably would not help.

"What could have happened to her...?" Mami trailed off as she noticed the groceries littering the ground; a trail in front of an alleyway leading off into the dark unknown. For some reason, something told the two magical girls that instinctively, Kyouko was there.

The two magical girls started to run down the alleyway, though as they reached the end, they stopped in surprise at the scene that met their eyes.

"Kyouko!" Mami exclaimed as she noticed the scarlet-haired girl lying helpless at the far end of the tunnel. She was still conscious, but was not moving as she lay on her back in her untransformed state. Surrounding her were a few wraiths, even though the sun had not set yet. The familiar, pallid white cloaks flapped in the mild spring breeze as they started to advance on the fallen magical girl.

"Tch," Homura, acting quickly, drew her bow and fired a single shot into the nearest wraith's unprotected back. It pierced it in a flash of purple fire as it howled, and dissolved into the suffocating darkness.

Noticing the intruders for the first time, the remaining few demons turned around. They didn't have time to react, however, as they met their end when Mami summoned a couple of rifles and fired at near point-blank range.

"Well, at least there weren't many of them..." Mami said, but no sooner had she spoken then suddenly, more wraiths plunged up from the ground; blocking the small triangle of light at the end of the alleyway. With Kyouko still motionless behind them, and Mami and Homura backed up against the cold, hard brick wall; they immediately realized they were trapped with no apparent way out.

"Homura!" Mami exclaimed, nervously looking at her companion. "What now? Do we fight?"

Homura reached into her pocket before she realized that she had left the skylight activator in the apartment. Then, Homura looked up at the criss-crossing cloth-lines that netted the alleyway; her heart sinking when she realized she wouldn't be able to fly out either.

Finally, Homura nodded to her companion; her expression grim. "We have no other choice."

As the wraiths advanced, both Homura and Mami drew their respective weapons and readied for another onslaught. The first of the wave of demons charged forward, only to be met by a volley of bullets and arrows. They had just begun to dissolve when the second wave pushed past their counterparts and begun their assault again.

In the crowded alleyway, the advantage of the wraiths' numbers was reduced. The darkness was illuminated by the constant rays of purple arrows as the staccato of gunfire echoed in the enclosed area. As a wraith emerged forward, it was riddled with purple arrows and bullet holes. Smoke swirled around, coupled with the falling bodies of demons as they met their demise. Homura and Mami had no time to talk or think as they continued to draw and fire their weapons automatically at a frighteningly high speed.

However, by the fifth wave as Mami summoned another array of rifles, she felt herself running low on energy as her injured shoulder started to give out. Next to her, Homura grimaced as she was experiencing the same thing. Their attacks lacked the power it had in the beginning as the demons continued to push onwards, driving closer and closer to the magical girls. As the endless mob continued to grow, Homura's and Mami's powers weakened. At least twenty demons lay slain, but three times as many pressed onwards.

As both of the magical girl's energy finally neared exhaustion and Homura drew her last arrow as Mami drew her last rifle, the two of them looked at each other; despair written on their faces in the face of the endless enemies. It was all over too quickly.

"_Is this it?_" Homura thought to herself, half-expecting her life would start to flash before her eyes. "_Is this how it ends?_" She closed her eyes and gritted her teeth. This wasn't right; this wasn't fair at all. She couldn't die yet!

With no way out and their powers and resolve weakening as death loomed high, both of them felt themselves drowning in a wave of despondency with the end nearing, when...

A strong beam of dark purple light pierced the nearest demons as they reached to grab the exhausted magical girls. Screaming, the wraiths fell away into the shadows as another, then another beam continued to rain down on the mob of wraiths. Confused and in disarray, the remaining wraiths fled from the onslaught just as quickly as they had arrived. As the two magical girls looked for the source, they immediately noticed a mysterious figure jump down in front of the two; his right arm outstretched as the source of the dark energy enveloped his arm before slowly fading away once the wraiths had retreated.

When the alleyway was completely barren again, Homura and Mami paused to catch their breaths, realizing that somehow, they were still alive.

"Kyouko! Are you alright?!" Mami exclaimed worriedly as she rushed over to her fallen companion's side.

Kyouko grunted in pain, but managed a defiant smile. "Y-Yeah.. I'm fine. They just got a good jump on me." She slowly stood up, revealing that she had received no noticeable injuries despite the seriousness of the situation.

"I don't get it! Why are the wraiths out this early?!" Mami exclaimed as all three girls slowly turned to the new intruder, as if expecting an answer.

"They're not confined to physical darkness." The mysterious figure answered emotionlessly. His hood covered his eyes so that the magical girls could not read his expression, though his mouth was set in a stoic grimace. Upon closer inspection, he stood half a head taller than the magical girls. "They can take advantage of the darkness of one's heart as well."

"Who are you?" Homura demanded, growing distrustful of the stranger's withdrawn nature. She was taken aback that a non-magical girl like him could see and fight the demons; it was obvious that he was no ordinary individual. Even though he had saved them, she couldn't be sure he was on their side. "What is your business here?"

"Who I am isn't important." The stranger stated hollowly, though his answer didn't satisfy the black-haired girl's curiosity. "It's what I'm here for."

Homura narrowed her eyes in suspicion. "Then, what are you here for?" She questioned. When the newcomer didn't offer an answer right away, the raven-haired girl turned to her companions.

"Come. Let's return home." Homura stated; ignoring the stranger as he remained reticent. She wanted nothing to do with him; if he wasn't on their side, he might as well be against them. More likely than not, he posed a threat.

"Are you sure-?" Mami started to question before Homura's cold, yet tense gaze silenced her.

The three magical girls started to walk from out of the cold depths of the alleyway, leaving the cryptic figure behind. Before they fully exited into the warmth of the sun-bathed city, however, he spoke up.

"Are you content with this ending?"

His sudden question hung in the air; jolting the magical girls like a bucket of cold water had been dumped on them as they stopped in their tracks. Homura gritted her teeth, not quite sure what he meant, though she had a strange feeling he knew more about them than she would have liked.

"That's none of your business." She finally answered callously.

"Perhaps it isn't," The newcomer concluded, taking advantage of the situation to get his message across. "But I would have expected more out of someone who tried so hard and so many times to save her precious friend." He added in a tone that was half mocking and half disappointed.

"What are you talking about?" The stranger had caught Homura's attention.

"Your time loops." The unknown intruder stated as Homura's eyes widened considerably; unable to conceal her surprise. "They interested me. Especially all that you went through to save that girl."

Homura gasped before she could stop herself. He knew about Madoka! "How do you know about them?!" Homura spun around, now facing the stranger head-on as she demanded to learn how he knew. "How do you know about Madoka?!"

"I possess powers, much like you do." He admitted, though his vague answer left the magical girls grasping for more. "Besides, with your current level of entropy, your time loops only affected this city. Or rather, people with strong ties to this city in _her_ case." He added; indicating towards Kyouko. "I was very intrigued, to say the least. It's a shame you're giving up."

"I'm not giving up." Homura retorted, indignant that the stranger was toying with her. "I'm moving on."

The mysterious figure offered a small smirk. "Don't lie to yourself." He stated all-too knowingly. "You're just too scared to face reality."

"Are you looking for a fight?!" This time, it was Kyouko who spoke as she jumped in front of Homura; angered that he seemed to be making fun of them.

"I can bring them back."

Kyouko blinked as the atmosphere grew dead silent. "Come again?"

"Your friends; Miki Sayaka and Kaname Madoka. Wouldn't you like it if they were here? Isn't that what you've been longing for all this time? I offer you the chance to be rid of this endless demon hell and live the life you were cheated of when you became Puella Magi." The stranger offered as the girls gasped at his proposal. Kyouko slumped down to the ground; her eyes widened in shock as she was rendered speechless.

"M-Madoka..." Homura started to stutter before she caught herself. "And you're saying you can do that?" She asked out loud; sounding more desirous than she would have liked.

"Of course." The stranger smiled eerily; his calm demeanor somehow convincing the magical girls that he _could_ indeed grant their wish. But there was something.. _off_.. about him. "But I'll need your help."

Homura narrowed her eyes; her suspicion continuing to grow as the sudden shock faded away. "And why should we believe you? What are you getting out of this?"

"Just a favor for another favor." The newcomer didn't offer any other explanation.

"And you won't tell us what it is?" Homura challenged, aware that there was indeed a catch.

"There are some aspects in this world beyond your control that you shouldn't worry about." The stranger dismissed Homura's doubts in his ever-so monotone voice. "It's nothing you can't handle either."

"...Who are you, really?" Mami hesitantly asked as Homura had been rendered silent.

The mysterious figure paused, before smiling sinisterly again.

"_Just someone who doesn't agree with the rules of this world_."

As the magical girls contemplated the events that had just occured, the stranger looked up into the sky as if expecting something. Then, he continued to speak.

"I don't expect you to trust me right away, but we're running short on time." He stated, issuing his ultimatum. "Wait any longer, and this city _will _perish. I'll withdraw for now, but I'll be waiting on the city center bridge in a few hours once the sun sets. You have until then to make your choice; Akemi Homura, Tomoe Mami, and Sakura Kyouko."

The magical girls, stunned that he even knew their names, didn't offer any resistance as the mysterious figure walked past them towards the shining exit. As he turned to leave, Mami gritted her teeth and called out.

"Hold on, you haven't told us your name yet! Since you know ours, it's only fair that you share yours as well."

The figure didn't bother to stop walking nor turn around, but he finally fulfilled her question.

"You can call me 'Fade'. I'll be awaiting your answer, Puella Magi."

And then, just as quickly as he had come, he was gone; fading away into the shadows swirling in the amber sunset.


	3. Part I: The Despondent Mission

Part I: AFTERMATH

Chapter 3: The Despondent Mission

* * *

The walk back to the penthouse was completely silent as Fade's offer hung heavily in the air. Stunned at this sudden turn of events, none of the magical girls could voice their thoughts. It was as if someone had thrown a rock at a window; their illusion of the hopelessness of this world was completely shattered. But rather than feeling happy or relieved, none of them knew what to feel; they had spent too long fighting off despair to fully comprehend the situation. As soon as the three of them entered Mami's apartment room, Kyouko didn't bother to take off her boots as she remained standing by the front door.

"What.." She started to say, lowering her fierce gaze as she gritted her teeth in determination. "What are we waiting for? We're going, aren't we?!"

"Wait." Homura approached the distressed girl and placed one hand between her and the doorway, blocking Kyouko's path out. The suppressed look of concern on Homura's face suggested she was attempting to hide her emotions. "Not yet."

"Not yet?!" Kyouko asked in complete astonishment; a look of hurt and indignation crossing her face as she felt betrayed. She glowered angrily at the obstacle in front of her as she clenched her fist subconsciously. "How can you expect me to wait?!"

"We still can't be sure we can trust him," Homura countered tentatively, though her posture remained steadfast. "And I'm not completely convinced he can do as he says. Besides," She added, aiming her level gaze at Kyouko as the crimson-haired girl avoided it by looking down off to the side. "You're not off the hook either; haven't I told you countless times to be more careful when you're by yourself? It was thanks to your carelessness that our lives were jeopardized."

"Even so, I can't let this opportunity slip by!" Kyouko retaliated bitterly; ignoring Homura's concern. Couldn't she see that there was so much more at stake?! "I... I'd become so used to walking through the motions of living this past week. I thought I gave up on life long ago. But now, I realize that this whole time, that hasn't been the case!" Kyouko had started to shout by now; her frustrated eyes brimming with tears. "Even if the world is like it is now, I still want to believe that love and courage triumphs in the end! I've been longing to see Sayaka just one more time! I've been hoping for just one more chance! I don't want to regret anything any longer!"

"Kyouko..." Mami whispered as all three of them felt the solemn weight of Kyouko's words. She was right; this whole time, they hadn't been fighting to protect the city. In the end, even if it was impossible, they still defiantly struggled in the faint hope that they would get their friends back. And now that the opportunity had arisen, now that their distant dream had become a reality, how could they let it slip away?

"Wasn't that why we were fighting in the first place?!" Kyouko demanded as Homura remained silent, either unable or unwilling to argue. "We didn't once think we could protect this city! We just didn't want to accept that they were gone!"

"We don't necessarily have to make a decision now," Homura deflected the topic, looking at the ground as her expression softened. Now, it was raven-haired girl's turn to look away while Kyouko's passionate gaze burned into the side of her face. "If he claims he's here to help, he wouldn't leave without accomplishing anything. More likely than not, he's simply attempting to pressure us into making a rash decision. We should think this over a bit longer at least."

"And what if you're _wrong_?" Kyouko retorted, her frustration mounting as she glared at the indecisive girl. How long was Homura going to keep this up? "Don't you want to save Madoka? I'd do anything to bring Sayaka back! This life is hell, and I can't take it any longer!"

"Of course I want to save Madoka!" Homura shouted back, unable to conceal her rising temper any longer. Her eyes were filled with a mixture of fury and pain. "Everyday, it hurts when I look up towards the starry sky, thinking that I failed to protect her in the end. This emptiness is unbearable. But that's why..." She shook her head, blinking back her tears as her outstretched arm slowly dropped to her side. "That's why I can't let my emotions cloud my judgment. After coming this far, I have to make the right choice."

"_This far_?" Kyouko scoffed scornfully. She held her arms out mockingly, gesturing to the emptiness surrounding them. "You haven't gotten anywhere, the way you're going!"

"If you think you can handle things yourself, then fine! Go!" Homura shouted, struggling to keep herself from lashing out at Kyouko.

"Fine! I will!" Kyouko shouted back as she reached into her pocket and flung something at Homura. As Homura caught it, the door slammed shut with a resounding thud as Kyouko promptly left.

"Akemi-san..." Mami started to say; concern etched across her face. Up until now, she had remained silent; it seemed that nothing she did would help ease the tension between Kyouko and Homura. But even so, it pained her heart to watch her companions argue endlessly.

"Go with her," Homura said evenly, taking a deep mental breath to retain her calm aura. As she did so, she slowly opened her hand to examine the object Kyouko had thrown as realization dawned upon her features. "Make sure she doesn't do anything careless."

Mami opened her mouth to protest, but decided against it as she wordlessly left after Kyouko. Once Homura was left alone in the silent apartment room, she bowed her head and shut her eyes as hot tears started to leak out. A familiar wave of loneliness and desolate emptiness washed over her as she struggled to keep herself from sobbing. No matter how hard Homura tried to conceal it, the void in her heart still remained. But for Mami's and Kyouko's sake, she had to remain strong and put her emotions behind her; as heart-wrenching as it was.

"_It isn't fair_," Homura had often thought to herself on numerous occasions. Wasn't she just an ordinary school girl a short time ago? How naive she had been; when her biggest worry was fitting in with her peers. But even now, the raven-haired girl was still left out; portrayed by Kyouko as the villain even though she thought she was doing what was the best for all of them. All this time, she had kept her emotions in check. Now, could she really trust her heart?

"Madoka... I don't know what to do any more... " Homura whispered sorrowfully, though only infinite silence answered her. In her left hand, she was clenching a necklace with a symbol of two interwoven hearts; a reminder of the time loop she had never achieved...

* * *

By the time the sun had fallen to the horizon in a cascade of gold, amber, and crimson, Kyouko and Mami had made their way to the central bridge. Several stories above, haphazardly balancing on the narrow steel uprights, was Fade. He stood with his back to the setting sun, arms stoically folded, as he observed the two girls make their way below him in the shadows.

"It's just the red-haired one and the blonde one." Fade muttered to himself as he frowned in slight annoyance. "And here I thought the one of most interest would come as well. It's a pity, but I guess they'll have to do for now."

As soon as Kyouko and Mami reached the center of the bridge, Fade swooped down like a hawk hunting for prey and lithely landed in front of them; his black, hooded cloak fluttering behind him like dark wings.

"So," Kyouko tried to sound confident, though her voice shook slightly at Fade's sudden entrance. "You're going to save our friends, right?"

"But of course," Fade answered calmly as he brushed himself off. Despite the distance he had fallen, he remained unfazed; absorbing the shock as if he was a cat. "There's nothing to be gained for me by lying."

Kyouko balled her hand into a fist as she scowled menacingly. "How can we be sure you're telling the truth and aren't up to something? Because if you aren't, I'll-!"

"You aren't in much of a position to make threats, are you?" Fade replied evenly as Kyouko gritted her teeth, though she knew he was right. As much as she didn't trust him, there was no other option if she wished to save Sayaka. As Kyouko relaxed her posture, Fade turned his back to the two magical girls and started to cross the bridge into the warm, beckoning rays of sunset. "We don't have much time until it gets dark." He observed casually. "Let's go, shall we? We can talk while we walk."

Both Kyouko and Mami exchanged confused glances, then started to trail Fade without question as they walked in silence for a few minutes. Just like every other night, it was about the time that no other pedestrians roamed the streets. The only sound to be heard was their dull footsteps echoing on the cement sidewalk as the three of them passed by barren rows of stores, all of which had their shutters down. The street, absent of raucous vehicles zooming by, seemed even wider than usual; a desolate path leading off into the distant darkness. Street lamps lazily flickered, providing no solace from the familiar shadows as Kyouko and Mami quickened their pace; their keen eyes darting to and fro.

"Where are we going?" Kyouko finally spoke up after they had walked several blocks, her tone wary as she mentally prepared herself to react quickly if anything happened. Homura wasn't the only one that didn't trust Fade; she, too, had her doubts and suspicions. It wasn't out of the question to think that Fade could be luring them into a trap this very moment. Kyouko had tried her best to memorize the route they were traveling, but by now, she had lost track.

"To save your friends," Fade called back, as if it wasn't obvious. "Isn't that what you wanted?" He added wryly in a tone that almost seemed mockingly patronizing.

"But it's not that easy, is it?" Kyouko was growing tired of his cryptic answers. "You said there was something you wanted to get out of this."

"I'd rather not reveal it to you now. Or, rather, I can't because it depends on the situation at the time. But it's simply a small favor only you Puella Magi can do for me." Fade answered, offering no other explanation. Kyouko and Mami would have to be content with that for now. "You have my word that it's nothing more than that."

"So, how are you going to bring them back?" This time, it was Mami who asked in slight anxiety.

"Before I do that, how about you tell me how much you know about how this world works?" Fade's sudden question took the magical girls by surprise as they searched for an answer.

"The energy of this world is diminishing, isn't it?" Mami piped up, remembering one of the first laws she had been taught when she had become a magical girl. "Kyubey told us that. That's why we, magical girls, exist."

Fade shook his head and smirked in amusement. "That's a complete lie," He stated, realizing that the magical girls knew next to nothing of what happened behind the scenes. It was almost pitiable. "Haven't you heard of the Law of Conservation of Energy?"

"Energy cannot be created nor destroyed." The golden-haired girl recited, though she was puzzled why such a conventional rule mattered in a world of magical girls and demons. "But after I became a magical girl, I learned to ignore common sense." She added after a momentary pause.

"The most basic laws of physics still apply," Fade stated adamantly. "Energy cannot be created; even a seemingly unlimited source of energy, emotional energy, comes at the cost of a life. Likewise, energy cannot be destroyed. But sometimes, energy is lost in the form of unusable energy called 'entropy'."

"If there's no problem with this world's energy, then why did Kyubey turn us into magical girls?" Kyouko asked in confusion. However, her confusion quickly turned to a smoldering resentment towards the white creature, who she remembered had been the cause of so much misfortune in the magical girls' lives. Kyubey had always seemed like an emotionless freak who would screw around with the lives, hopes, and dreams of individuals for his own gain. Unfortunately for her however, Kyouko had confirmed that truth a few steps too late.

"The incubators cannot absorb entropy, so they manipulate magical girls to create emotional energy in the form of grief seeds." As Fade noticed Kyouko's and Mami's perplexed expressions, he adjusted his explanation. "You probably don't remember everything, though. Now, since witches no longer exist, the incubators derive their energy from the entropy of the wraiths, which you recognize in the form of black cubes. However, since the wraiths aren't a direct creation of magical girls, they don't provide as much of an energy source as the incubators would like."

As Kyouko and Mami tried to digest this new information, the unexpected crunch of gravel under their feet made them suddenly realize the change in environment. Without noticing, they had taken a few turns and ended up away from the city streets and stores towards the industrial sector. As they continued to follow Fade, they started to pass by more and more chain-link fences and construction sites as the three of them moved away from the populated areas. In a nearby abandoned playground, rusted swings creaked back and forth in the warm, spring wind. The magical girls' night base was among the cluster of half-constructed buildings as it too disappeared behind them after a while. At the very least, Kyouko and Mami finally knew where they were.

"I mentioned before that I had certain powers." Fade continued where he left off. "Unlike the incubators, I possess the ability to absorb entropy and convert it back into raw energy. One way I can put it to use, as you've already witnessed, is for fighting wraiths. However, another method I can use is to make a contract, much like the incubators can."

"A contract?" Mami asked in surprise.

"A wish, you could say." Fade clarified, turning back to look at the two magical girls as if to check that they were still trailing him after all this while. His eyes were covered by his hood, but his mouth was relaxed in a straight line, giving the impression that he was nonchalant about the whole situation even in spite of the darkness gradually creeping across the city. "Once I gather enough entropy, I can wish to bring your friends back."

"So you can just wish that they were alive again?" Kyouko pried hopefully. Was this whole deal really that simple?

Fade shook his head as the sunlight danced across his back. "Unfortunately, the world doesn't work that way. Directly reviving someone requires a huge amount of entropy; enough that it's most likely impossible for someone like me to do it. Instead, I can adjust Madoka's wish."

"Madoka?" Both Kyouko and Mami asked, taken off guard.

"I suppose you forgot about her." Fade muttered absentmindedly. "Well, it doesn't matter either way. She made a wish that witches no longer exist, which is why you two are still alive. However, I plan to reverse that wish by making a contract where Puella Magi will no longer exist."

"You're going to eliminate magical girls?" Kyouko exclaimed as the meaning of his words set in. "Are you insane?! What about us?"

"Allow me to explain" Fade started to say before Kyouko could object any further. "First, Kaname-san would not have to suffer the world's despair if she was not a Puella Magi. Secondly, Miki-san would not have been taken by the Law of Cycles, because if Puella Magi had never existed, she would not have been able to exhaust her energy, causing her to disappear like she did when her soul was separated from her physical body."

"And the wraiths?" Mami inquired.

"They'll all be eliminated in the process," Fade answered, putting her doubts to rest.

"This sounds too good to be true," Kyouko muttered darkly, folding her arms. Fade sounded like one of those advertisers attempting to sell her a far-fetched product. After all this, she still wasn't sure if she was convinced or not. "Are you sure it's going to work?"

Fade laughed softly, his tone neither demeaning nor comical. "Too good to be true? Perhaps it is, but oftentimes the answer we look for is right in front of us. Of course, in order to do all this, I need to make a contract first."

"And you're saying you can do that?"

Instead of answering, Fade stopped walking as the three of them found themselves in front of a gigantic, forsaken warehouse on the southernmost outskirts of Mitakihara City. As they stood in its ominous shadow, the collection of broken windows and cracked shingles did not make for an inviting appearance; the magical girls suddenly felt completely dwarfed and insignificant in the whole scheme of things. A medley of rusted machinery littered the dusty landscape in the nearby vicinity; guardians of an arid expanse. As the sun was about to set, the amber rays of light scattering across Fade's face made his attempt at a comforting smile appear forebodingly eerie. "Yes, and you, if you're willing, will help."

"This has been bothering me for a while," Mami cut in before either she or Kyouko could answer Fade's offer. "But how did you find out about magical girls like us? And how come you can see and fight the wraiths?"

"Does it matter?" Fade questioned, his tone suddenly taking on a somber, darker flavor. Even though neither of the magical girls could see his eyes, they could feel them narrow dangerously.

"We need to know who we're dealing with before we can commit to anything; surely you can't blame us for not completely trusting you." Mami quickly added, attempting to ease the tense situation.

"I suppose," Fade answered nonchalantly as he relaxed slightly. His sudden change of emotions had caught Kyouko and Mami off guard, however. Each of them made a mental note to be less prying in the future. "As far as myself, if you haven't already figured out, I'm not a normal human being, much like you Puella Magi. You three are the only magical girls in a rather large radius; we were bound to meet sooner or later. You've suffered enough. Now just let us handle the rest."

"Us?" Both Mami and Kyouko asked when another figure seemed to emerge from the shadows to the right of Fade.

In the waning sunset, it was apparent that he was a teenage boy, a few inches taller than Fade. His spiked hair was an unnaturally bright lemon-yellow, as if dyed. He wore black jeans that were fraying at the edges, and a velvet purple leather jacket draped over his scrawny yet tall frame which left his chest exposed. His almond-shaped cyan eyes slanted upwards with his mouth in a sneer that seemed to give the two magical girls an expression of scornful pity. When he got close enough, the two magical girls realized that he was clutching a bloody mess in his hands; a corpse that had once been Kyubey.

"Creeps like him think they can make the rules and run the show," The sneering boy laughed derisively when he saw them gaping at the corpse in his hand. He promptly tossed it over his shoulder as it hit the asphalt with a sickening thud. "Unfortunately for him though, we take issue with that."

"Was that-?"

"Our enemy." Kyouko was cut off by another intruder. From the shadows, another darker, more mysterious figure emerged to the left of Fade. He was shorter than his other two companions; about the same height as the magical girls. His entire face was wrapped in faded white bandages, save for tufts of brown hair in various locations and his left eye, which was wide open and bright vermillion-red like a reptile's. To his side hung a vicious-looking sword that dragged along the asphalt with a horrendous grinding noise. "I thought I told you to dispose of it properly before they arrived." His eye swiveled to look at the first boy, to which he simply shrugged it off.

"He's Shiro, my second-in-command." Fade nodded towards the blonde teenager to his right, before indicating towards his bandaged companion. "And he's Kaito, our most skilled fighter."

"The pleasure's mine," Shiro mocked an overly-dramatic bow before either Kyouko or Mami could say anything, his voice dripping with amusement and irony. Kaito, meanwhile, simply nodded towards them; the gaze from his eye so laser-like that both of the magical girls instinctively reached to make sure that he hadn't bored any holes in their clothes.

"We call ourselves DAWN; an organization dedicated to reshaping this twisted world." Fade affirmed while his companions looked down at the magical girls as if they were merely negligible, helpless insects under a microscope. "Think of us as a storm passing through. You get your friends, we get what we want, and then we move our separate ways." He held out his hand in a gesture of ardent assistance.

Kyouko nodded slowly, though she didn't bother to accept Fade's hand. She was willing to do whatever it took to bring Sayaka back, even if it meant working with the likes of these three. "I'll do it. But what do you need us for?"

"We need your help to kill wraiths as I collect their entropy." Fade replied calmly, as if he had expected the magical girls to accept all along. Then, he folded his arms and gazed upwards, as if wistfully. "But it appears that an annoying problem has arisen."

"Your _friend_ has set up a network of skylights around the city," Shiro seized the moment to explain as Mami immediately knew he was referring to Homura. She had forgotten all about her this whole time, but now it appeared that the raven-haired girl would be dragged into this situation as well, regardless of whether she liked it or not. "You see, we need a large amount of entropy if you want your friends back."

"We need to wait it out another night; maybe a couple of nights so that enough wraiths appear for the necessary amount of entropy." Fade explained. "But if Akemi-san insists on eliminating the wraiths now, there won't be any left."

"What do you need us to do?" Mami asked anxiously, suddenly remembering that Homura had intended to use the skylight plan this very night. "Convince her not to?"

Fade shook his head and smirked. "I presume it's too late for that. Instead, we're going to sabotage the skylights, one by one, so they don't pose a threat to our plan."

"Is that okay?" Mami asked worriedly. An involuntary chill ran down her spine as the cold wind started to pick up, blowing dust across the flat terrain. Would doing that make Homura their enemy? "What if the number of wraiths spiral out of control? Shouldn't we have a plan to fall back on if something goes wrong?"

Fade adamantly shook his head again. "At this point, there's no turning back. We need to act fast and act now. Whether or not the wraiths multiply beyond our control is something we can't control either way." As he was talking, Fade slowly walked until he had his back to the warehouse; positioning himself in the center of everyone else. He took a moment to quickly assess the situation and glance at the four in front of him before making up his mind. "Shiro, you take charge and lead everyone. I'll catch up later."

"You can count on me," Shiro replied, sneering tauntingly as he drew a gun from a holster on his back and hefted it with both hands. With that, he started to saunter away as Kaito, Kyouko, and Mami trailed him off into the obscure distance. Once the four of them had left, Fade leaned his back against the hard surface of the warehouse, arms folded as he bowed his head.

"I know you're there," Fade finally spoke into the creeping darkness as a few moments later, Homura tentatively stepped out from the shadows into the faint light. She continued to approach Fade until she stood directly facing him. Her face betrayed no emotion, though her eyes were filled with cold determination; nothing reminiscent of the pain or suffering she had previously been experiencing. It was as if Homura lived a dual life; locking away one side of her so it wouldn't interfere while the other continued to exist.

"You heard, didn't you?" Fade asked challengingly, not bothering to glance up at her. "What's it going to be? Are you with us, or against us?"

"Was that okay?" She stoically asked, ignoring his question. "Killing that incubator?"

Fade smirked, finally raising his gaze though his eyes were concealed from Homura's view by his hood. "What, am I going to receive some divine punishment? I don't completely understand the intentions of the incubators, but it's quite apparent that they don't care about the betterment of humanity like they claim." His smile had faded away into a menacing frown. Fade took a determined step forward; his ominous presence looming though Homura unflinchingly stood her ground. "In the end, they only wish to preserve their own race. They could care less about us; as long as their precious universe's balance is maintained, they'll use whatever means to achieve it, even if it means sacrificing magical girls like yourselves."

"You're wasting your breath if you thought I didn't know that," Homura cooly replied, tussling her long hair like she always did when she wanted to calm her tense nerves. She had made up her mind, much like Kyouko. "And you're wrong if you think I'll fight out of revenge."

"I don't know what you're fighting for," Fade stated as he crossed his arms again. "But you had better make up your mind fast. If you plan on getting in our way, then that just means we'll have to eliminate you as well."

"Then, so be it." Homura decisively replied as she lifted one hand and gestured an indifferent waving motion before disappearing into the darkness. Once she had also left, Fade continued to stand there, folding his arms as he examined the dust beneath his feet. How pitiful its existence was, yet at the same time, how bothersome. He could crush it at any time he chose, yet no matter how many times he did, it would never cease to exist. His existence would be forgotten in a while as a minuscule portion of this world's history, but dust would always remain dust for an eternity.

"Is that how it is...?" Fade laughed bitterly, the irony of the situation striking him as amusing. His mouth twitched upwards in a smile that had a flair of menacing acerbity. "I hope you're prepared then, Puella Magi.."

* * *

Night had fallen as the last ray of sunlight glimmered once, then faded away into the starry night sky. Dark clouds had begun to gather like a bunched-up, drab cotton mattress. As the wraiths started to materialize on the previously deserted streets one by one, a small group of figures emerged from the top of a building.

Swept up by the ever-sudden turning of events, Mami found a brief respite to collect her thoughts as her companions focused their attention on the ground below. As her thoughts wandered, she started to think about the black-haired girl she left back in the lonesome apartment room, before her attention rested on the crimson-haired one a few feet in front of her. Between Homura and Kyouko, Mami didn't know who she should worry about more. At least for the moment, Kyouko had found something worth fighting for. But Homura was different, and the fact that she never shared what she was thinking didn't help ease Mami's apprehension. Homura might try to remain calm and collected, but even she had her moments. Though she didn't openly admit it, Mami considered herself the most cool-headed of the three. After all, she was still their senior. Even if Homura assumed most of the leadership, it was Mami's job to make sure everyone was at ease. Though, of course, that was easier said than done in their situation.

Mami didn't want to take sides, but she couldn't comprehend why Homura hadn't followed along. She found it hard to understand why Homura didn't trust DAWN; even tentatively at the very least. Of course, their sudden appearance and shady nature might have been contributing factors, but it seemed as if they genuinely wanted to eradicate all that was unfair and evil in this world. After all, wasn't that what the magical girls all wanted from the bottom of their hearts?

Worrying wouldn't help anyone, though, and Mami knew it. For as long as she could remember, she had always been the type to micromanage every aspect of her life. She had constantly worried about being alone after an accident that had almost claimed her life. Because of her personality, she oftentimes found it difficult to react under stressful scenarios, when situations spiraled out of the comfort of her grasp. When the headlights of life blindingly shone around the next bend, her legs would freeze beneath her as her composure shattered. The momentum of life would wash her away as fear became the silent decision-maker in her life. After all that had happened, though, Mami took events in stride. Now, life was a river that Mami sailed in, through the ups and down as she weathered the brutal storms hand-in-hand with the peaceful stretches. If she went with the flow of things, then nothing should surprise her anymore.

Now, there was the promise of having everyone reunited again; an offer that had affected Homura and Kyouko in different ways. Instead of being overwhelmed by the anxious excitement of being reunited with close friends like she might have been in the past however, for their sakes, it was up to Mami to see this through.

"Take that out," Shiro broke the silence as he nodded towards Kyouko, indicating towards a human-sized black object on the next building over. Upon closer inspection, the red-haired girl saw that it was a skylight. She nodded in confirmation, then leapt across the gap between the two rooftops as she started to sprint towards her objective.

"Ten... no twenty," Mami counted as she observed the ground beneath them, which was teeming with white figures. Under normal circumstances, she wouldn't have dared to fight this many. "No luck here I guess. Are we moving on-?"

Her words stopped in her throat when she realized Shiro had already jumped down to a lower level; rolling forward once he landed on the ground to reduce his impact.

"Is he going to be alright?" Mami asked Kaito in complete shock. That was suicide, wasn't it?

Kaito turned to look at her with his inhumanely crimson eye as Mami felt a chill run down her spine. "He can handle it himself. If you haven't noticed already, none of us here are _ordinary_ individuals." No sooner had those words left his mouth than a large explosion ripped through the ground directly below them. The shockwave sent Mami staggering as she tried to maintain her balance among the falling debris of crumbling bricks and dust. Kaito, meanwhile, remained unshaken as he was still standing in the same position amidst the wreckage; almost as if he was used to it. As Mami and Kaito peered over the edge, they saw the ground was free of wraiths, albeit with a new crater in the middle of the street. Shiro motioned up to them, clutching a handful of black cubes with his familiar scornful expression.

"Is he crazy? He's going to destroy the city!" Mami exclaimed.

Kaito shrugged apathetically. "Some sacrifices have to be made," He rasped. "We can't afford to lose any time. As if on cue, a howling rose from the inner depths of the city as the wraiths, alerted by the sudden noise, started to slowly converge on their position. Mami and Kaito easily made the jump over the rooftops towards Kyouko, who was standing next to the wreckage of what had been a skylight.

"If we keep going like this, we'll make it," Kaito stated approvingly as his facial bandages rustled in the wind.

"Do you plan to destroy all the wraiths tonight?" Mami asked, pressing for more answers.

"Of course not," Kaito answered succinctly. "Without a trace of darkness, no more wraiths would emerge. We'll have to keep some alive so that more will return the next night."

"I see.." Kyouko trailed off as she was reminded of a certain time when she had advocated to Sayaka to keep a witch familiar alive. Even if she had lost some of her memories, it seemed that the bad ones always kept popping up. "What about the people in the city?" She asked before she could catch herself.

"What about them?" Kaito repeated, though his voice displayed no sign of sympathy or surprise. As Kyouko had suspected, he was an emotionless individual; reminding her of Homura in this aspect.

As they continued to run on the rooftops, suddenly, a horde of demons emerged up from the depths of an alleyway as they stretched their lucid white arms to capture their prey.

"Watch-!" Kyouko started to shout, but Kaito was even quicker as he reached into his pocket and flung an array of kunais at the intruders; glittering in the darkness. As his weapons hit their targets dead-on and the demons howled in a dissolving mess, he ran through them; scooping up the black cubes without ever once breaking stride. A few moments later, Shiro joined them out of nowhere on the roof as they continued to sprint towards their next target.

As another skylight quickly approached in the distance, Shiro stopped running and stretched out one of his hands. The area around the skylight started to deform as the air seemed to collapse on itself. Once it had reached a small enough size, it quickly expanded and exploded in a shower of sparks and debris; the skylight shattering into fragments of glass and metal as Mami realized how the first explosion had occurred.

"_These two are complete monsters_," Mami thought to herself as she realized the dangerous situation she was in. Would they really leave the magical girls alone after all was said and done? She'd hate to fight people like these.

Her thoughts were interrupted, however, when all of sudden, the night city was illuminated in a brilliant bath of blinding light. All around the perimeter, beams of luminous radiance were being shone towards the center. The four of them instinctively brought their hands up to shield their eyes from the bright aurora. Throughout the city, the sound of wailing from the wraiths could be heard as a chillingly mournful chorus. The skylights had been activated. Both Mami's and Kyouko's heart sunk; their fragile hope of DAWN's offer was dissolving right in front of their eyes in the illuminating light.

"Damn.." Shiro cursed, though his tone seemed almost mocking as his expression retained its familiar sneer; his posture remaining calm and collected. For a second, Mami wondered if anything ever surprised him. "She really did do it." He turned to look at the rest of them as they remained reticent; unsure of what to do now. "Looks like we'll have to move at a faster pace now." Shiro concluded.

"We'll split up," Kaito quickly added. "Don't stop to fight wraiths; eliminating the skylights is our number one priority."

With that, as the four of them hurriedly went their separate ways, Kyouko slid down to the ground below. For as much as she liked to feel the wind on her bare skin, she didn't particularly care for heights. The network of streets and alleyways on the ground was her home-field. As she ran through the silent night, she kept her eyes peeled to the now brightly illuminated city streets, though she observed that no other wraiths seemed to be present at the moment; only now did she realize that Shiro's attack was also meant as a distraction.

As a couple of wraiths glided down the street towards her direction, moaning in pain, Kyouko simply slipped into a nearby warehouse. As she made her way around dusty piles of rotting timber and rusting machinery, she noticed a staircase on the other side. Clambering up, she reached the rooftop as a skylight greeted her eyes.

"_Why is Homura trying so hard to stop us_?" Kyouko thought to herself as a renewal of passion and fury flooded into her body, though it was mixed with confusion. She acted immediately, brandishing her spear and thrusting it into the metal object. The light went out in a flicker of sparks as the skylight short-circuited; the city retaining some of its former darkness.

It didn't make any sense. Homura wanted to save Madoka, didn't she? Was there some ulterior motive that neither Kyouko nor Mami knew about? In any case, however, Kyouko had to stop Homura before her hopes were completely dashed. The sound of an explosion resounded far in the distance as smoke trailed up towards the cloud-covered sky. Even the stars refused to show their face to this forlorn city. But now... now there was hope! The darkness didn't seem as dark; hell, it was so bright that she had to blink her smarting eyes in order to properly see in front of her. Kyouko noticed that for the first time in a while, she didn't feel nervous or scared. Only a mechanical desire to doggedly continue pressing onwards filled her mind and body. All the exhaustion of yesterday had disappeared in place of a newfound energy.

"Sayaka..." Kyouko whispered to herself as she grinned fiercely. Was this how hope felt? It felt great to shrug off all the despair she had been feeling the past week like a burdensome backpack. It felt great to be finally fighting for something worthwhile. "Just wait a little longer; I'm coming for you..."

For now, Kyouko focused on reaching the next objective. She deftly leapt across the rooftop, swinging her spear as she ran to maintain her balance. When another beacon of light greeted her she twirled and slammed the side of her spear into the glass case; the noise of shattering glass music to her ears. A couple of wraiths lunged upwards from the alleyway below, but Kyouko merely propelled herself over them with a graceful flip, slashing at their arms in midair as they howled and retreated back into the shadows. She hit the ground running, closing her eyes as she relished the cool, night air on her face. She wouldn't allow anything or anyone to stop her!

As Kyouko opened her eyes, she suddenly realized that the city was almost bathed in complete darkness again. When she reached the next rooftop, she saw a skylight several yards away; the last one! However, just like a final boss at the end of a video game, a familiar figure was blocking the path.

"What are you doing here?!" Kyouko asked the impassive Homura as she slowed to a stop; a wave of anger washing over her again. The black-haired girl was wearing a scarlet ribbon in her hair that fluttered in the breeze. Cold, determined eyes met relentless, passionate ones as the two magical girls remained unwavering in the face of the other. Hardly allies after all this time, both Homura and Kyouko had known deep down that it would eventually come down to something like this all along. "This was your doing, wasn't it?!" Kyouko demanded, raising her voice as her emotions; her long-held vengeance, her smoldering fury, and her determined passion to bring Sayaka back no matter what, mounted uncontrollably.

"I apologize, but I can't let you pass," Homura answered more softly than Kyouko had expected, though with no less conviction.

"Fine! If you're insist on stopping me, then it looks like it has to come to this!" Kyouko shouted as she brandished her spear. In response, Homura drew her bow, mounting an arrow on the string as she pulled it back.

"Sorry to interrupt, but I'll be your opponent instead," Kaito appeared out of nowhere as he stepped in front of Kyouko; facing Homura head on. He drew his sword and held it casually by his side, letting the metal tip clatter along the metal rooftop as he slowly approached the tense raven-haired girl.

"What are you doing?" Kyouko asked in surprise, lowering her spear in shock that he was readying to attack Homura. Even if she constantly argued with Homura and found her irritating, could she really let someone else cut her down right in front of her eyes? She hadn't honestly intended to hurt her; just teach her a lesson. However, to an individual like Kaito, that seemed like an insignificant issue.

"Don't lose sight of your objective, Sakura Kyouko," He stated coldly before turning to the ebony-haired girl. "I have orders not to kill you, but if you continue this foolery, I have to make sure you will not pose any further threat."

"So you're with them now," Homura calmly acknowledged to Kyouko as the red-haired girl gritted her teeth in a mixture of shame and indignation.

"So what if I am? It's none of your business, is it?!" Kyouko retorted, attempting to justify herself, though she wasn't sure why she had to. "I want to save what's precious to me!"

Homura slowly nodded her head and gave a knowing smile, which completely surprised Kyouko. She had never seen the always impassive girl make that forlorn expression before, much less smile. "And I'll do what it takes to save what's precious to me." Then, she turned her attention back to the bandaged swordsman; her eyes retaining their steely glare as Kyouko felt a pang of sympathy and understanding.

As Kaito continued to walk towards Homura, the black-haired girl suddenly released the arrow in a beam of purple energy as it flew at her adversary at an incredible speed. However, he quickly slashed with his sword as he sliced the arrow in half a millisecond before it reached his face. Taking advantage of Homura's surprise, Kaito raced forward and lunged. Homura, recovering quickly, leapt up above the attack as shining, white wings protruded from her back, readying another arrow. Kaito flung his hand upwards as a volley of kunais sliced through the air towards Homura as she barrel-rolled out of the way and released another arrow. Kaito jumped backwards as the arrow splintered the shingles in front of his feet. Homura quickly landed, readying yet another arrow in the span of half a second. She fired as Kaito propelled himself backwards with a flip; the arrow sailing harmlessly above his body.

When Kaito regained his footing, Homura slung her bow over her shoulder. She drew two arrows, one in each hand, as she raced towards Kaito, who had his sword at the ready. Homura lunged forwards, stabbing at Kaito with one arrow as he easily spun to the side and slashed at the black-haired girl. She countered by raising both arrows in an 'X' as she blocked his downward slash, but not before Kaito punched her in the stomach with his free hand. As she gasped for air, doubling over as she backed away, Kaito rushed forwards again. However, this time Homura was prepared as she took advantage of the speed of her weapons to dodge Kaito's first strike and then kick the weapon out of his hands. The sword clattered to the ground with a resounding echo as his eye narrowed in shock. Before she could take advantage, however, he had already traded his sword for a fistful of kunais, resembling claws. Kaito punched forward with his kunais as Homura jumped backwards, gritting her teeth. Once he came within range and punched at her again, this time, she blocked his attack with her arrows. Homura then spun around and kicked towards his face, but Kaito was even faster as he evaded the attack and kicked Homura's plant leg out from under her. She grunted as she landed hard on her back, but was not granted a second of respite as Kaito's fist came down towards her. She rolled to the side as the ground where her head shattered. As Mami and Shiro joined the rooftop a second later, they were greeted with the sight of Homura tentatively backing away as Kaito continued to mercilessly approach the winded girl.

"Homura!" Mami started forward until Shiro raised an arm to block her path, slowly shaking his head as they were relegated to spectators watching the event in front of them unfold.

"Stop..." Kyouko started to whisper as Kaito once again swung out at Homura. The black-haired girl dodged by spinning to the side, but was promptly met with his other fist. She raised one hand to block it, but the kunais shattered her arrow and pierced her arm; rendering her helpless as she gritted her teeth in obvious pain.

"Stop!" Kyouko was shouting now. As Kaito raised a hand to strike at the vulnerable girl, she quickly ran and grabbed his arm; restraining him from attacking as Homura gasped audibly. "Don't..." Kyouko released her grasp as Kaito slowly let his arm drop to his side, staring at the scarlet-haired girl with his blank eye in an indiscernible expression. Her voice dropped back into a whisper as she struggled to blink back tears. "That's not how this should be; no one needs to get hurt any more..."

"She brought this upon herself. But I don't plan on fatally wounding her," Kaito assured as he brushed past Kyouko and approached Homura. His unwavering footsteps echoed on the metal roof as the black-haired girl regained her posture, glaring daggers at him.

"So I lose, huh..?" Homura muttered darkly; her voice dripping with irony. She might have been caught off guard by Kaito's sudden display of skilled close combat fighting, but she still refused to back down. Even when she was weaponless, Homura wasn't even close to being defeated.

"Your plan has failed," Kaito rasped, stopping to pick up his sword and dust it off before returning it to his sheath.

"_Plan_?" Homura asked as she couldn't conceal her surprise. What were they talking about? "What plan?"

"Didn't you activate the skylights?" This time, it was Kyouko who asked as she too approached Homura with a look of concealed concern.

The raven-haired girl shook her head, much to everyone's surprise. "That's what I'm here for. I came to find some answers." She admitted.

Kaito narrowed his eye. "That won't save you now," He said, raising one hand above his head as Homura readied for another barrage of attacks. However, at the last second, a bolt of electricity flew forward from the shadows and knocked the kunais out of Kaito's hand as they harmlessly clattered to the ground.

"What-?" Kaito started to reach for his sword before a dark figure emerged between him and Homura, blocking Kaito's path.

"That won't be necessary, Kaito. This wasn't her doing." The cloaked figure answered as everyone stood completely stunned once they realized who it was in the light. "It was mine."

It was Fade. And he was holding the skylight activator.


	4. Part I: The Questions Left Unanswered

Part I: AFTERMATH

Chapter 4: The Questions Left Unanswered

* * *

When Kyouko next opened her eyes, it was morning. As the gleaming rays of sunlight washed over her face, she flung the thin blanket off her body and sat up on the couch she had been sleeping on. She then bowed her head, rubbing her temples to ease a throbbing headache as she took a moment to collect her thoughts.

Another morning.

Another night to forget.

The fiery hope from last evening had been dowsed by the bitter morning dew, snapping her back to reality.

Almost instinctively, Kyouko reached into her pocket; her fingers finding the cold, round exterior of her soul gem. She whipped it out and pressed it against her warm palm, watching the faint, golden sunlight dance across the dull red surface in concealed relief. A few black traces swirled around the edges, but that could easily be fixed with a wraith's curse.

Feeling her back complain about the conditions of the cramped sofa, Kyouko realized that it had never occurred to her to wonder why she didn't sleep in one of Mami's guest rooms.

"_Probably because that'll make me want to stay here even more_." She thought to herself in bitter amusement, shaking her head to dispel any feelings of attachment.

Not too long ago, even a sofa would have been a luxury. The tattered condition of her clothes was proof enough. Now, thanks to Mami's hospitality, Kyouko had been more or less domesticated. The thought of returning to the cold and grimy streets sent involuntary chills up her spine. The notion of having to scavenge for food again was even worse.

"_I'm getting too soft..._"

Kyouko yawned and rolled off the couch as she reached for her faded green jacket, wrapping it around her shoulders. Even though summer was slowly approaching, she still felt the breath of winter bite at her bare, slender legs. Almost instantly, Kyouko's stomach greeted her with an impatient growl as she made her way to the kitchen.

Upon reaching the refrigerator, Kyouko found a note taped to the silver surface; instantly recognizing Mami's lavish handwriting.

"_Out with Akemi-san,"_ it read. "_We'll be back later."_

So Mami had known that this would be the first place she would check. The irony that Kyouko could be seen through so easily never ceased to amuse her. Not that Kyouko particularly cared, though. She crumpled up the paper and lazily tossed it in the general direction of the wastebasket, apathetically watching it bounce off the rim and settle on the hardwood floor.

Kyouko then opened the refrigerator, scanning through the contents out of habit as she retrieved a couple of apples. Her fingers eagerly wrapped around the cold, smooth skin as she cradled the fruit in her arm. At a moment like this, Kyouko couldn't help but feel relieved. Of what, she wasn't particularly sure of, but it seemed that even the _sight_ of food was enough to temporarily ease her worries.

"_I guess that just means I'm alive for at least another day.._" Kyouko thought cynically, though her expression held no sign of resignation. Another day meant more pain, despair, and suffering just as much as it meant having another chance to fix it all. And another chance was all she needed.

When Kyouko returned to the living room with her spoils, her eyes rested upon a small, black object on the table: the activator for Homura's network of skylights.

Kyouko picked up and held the skylight activator as last night's events slowly came rushing back...

* * *

"W-What the _hell_ are you doing?!" Kyouko demanded; her voice trembling with surprise as her eyes fixated on the small device in Fade's hand. Her heart sank like a stone underwater when the thought of betrayal resurfaced. Only now did it cross her mind that she had let the one she trusted the least slip from her attention.

But instead of answering immediately, Fade merely offered a satisfied smirk; his thin lips curling back to reveal rows of teeth glinting sinisterly. The remnants of black energy from the electric burst swirled around his hand; slowly dissolving as his cloak billowed in the rising wind.

"_You _activated the lights!" Kyouko exclaimed, feeling an anguished pang of guilt cross her heart when she realized she had accused Homura without any evidence.

"Don't be alarmed." Fade calmly assured before anyone could object to his flagrant interference any further. "I'm merely making an adjustment to our plans."

"You gave us orders to destroy the-"

"I've changed my mind." Fade stated, cutting off Kaito with a sharp raise of his hand. "I've come to realize that Akemi-san's plan has some value. We will use the skylights to corner the demons. That way, harvesting their entropy will be faster and less risky."

He started forward as his sword-wielding companion relented, stepping back to let him pass. As he did so, Fade shifted his attention to look down at Homura, who was in the process of standing up.

Homura narrowed her eyes.

"How did you get that?" She demanded, speaking in a controlled, yet dangerous tone. She stiffened as Fade approached closer; his hooded face gave off a threatening, ominous aura that sent chills down her back. Although he wasn't much taller than she was, his dark presence made him appear much larger and more intimidating.

But if Homura was scared, she certainly didn't show it as she retained her stoic expression.

Fade stopped a few steps away and held out his hands in mock innocence, still sporting a crooked smirk under the brow of his hood.

"I make it a point to stay on top of things," He confessed. "It was rather careless of you to leave it unattended, though I must apologize for the invasion of privacy."

"You...!" She spat, instantly suppressing her rising anger. She wanted nothing more than to wipe that smug expression off his face, but it wouldn't help to do anything rash. The current situation was not going in her favor; she was well aware that she was slowly being cornered.

"I warned you that if you continue to get in our way, we _will_ use whatever means necessary to prevent further resistance. It would be unwise to think that I won't follow through on my words." Fade calmly asserted, though his voice had a threatening ring to it. He slowly shook his head, as if weighing the possibilities.

"Well, it's your call though."

"...Tch," Homura opened her mouth and started as if she had something to say, but changed her mind and bit back a retort as she glowered instead.

"Now it's _my_ turn to ask." Fade started, taking advantage of Homura's silence to press forward. His smirk had been replaced by a disapproving frown as his eyes bore onto Homura's face. "What exactly did you hope to accomplish by being here? If you wished to notify Sakura-san or Tomoe-san of something, you could have done so telepathically. If you had a question, you could have had it answered the same way."

"That's because-"

"Deep down, you want to save them too, don't you?" Fade prodded as Homura fell silent, glaring ice-cold daggers at her confident counterpart. "Then why do you continue to defy us?"

"That's none of your business." Homura snapped coldly, masking her emotions so that Fade couldn't read her face. If she gave him so much as a fraction of an advantage, he'd turn it against her just as quickly. But as good as Fade was at psychological warfare, Homura was even better. He was just better prepared.

"Hiding your feelings won't help. You have to find what your heart truly desires." Fade said as his eyes returned to the device in his hand; observing it as he turned it back and forth. Then, his fingers closed over as he shifted his attention back to his unflinching counterpart. "And if that's bringing back Kaname-san, all you have to do is ask. But only you know the answer to that."

But Homura remained silent, her steely gaze shining with a glint of defiance as her mouth refused to utter a concession.

"Not going to talk? Or perhaps you still don't trust me?" Fade smirked as he withdrew, aware of the fact that Homura wouldn't bend so easily. The sound of his boots on the metal rooftop as he took a few steps backwards was heavily accentuated by the uncomfortable silence. "Well, it doesn't matter. We will proceed regardless."

And as the magical girls remained in place, Fade signaled to his companions.

"We're done for tonight." He stated, exchanging glances with Kaito and Shiro as they acknowledged his order, circling to flank and escort him. Several black cubes passed between Fade and his companions as the entropy melted in the palm of his hand, swirling into nothingness as his aura seemed to grow darker.

And with that, Fade turned and started to stride away with the other members of DAWN in tow.

"Wait."

A single word, uttered by Homura, reached the cloaked leader's ears as he stopped in his tracks.

"You asked why I came here." She said deliberately as Fade turned around to face her in obvious interest. Perhaps he had known all along that she would concede sooner or later, but she could use that to her advantage. "I want to make a deal."

"Sounds interesting." Fade mused wryly. "Let's hear it."

"Don't get your hopes up," Homura warned, eyeing her hooded counterpart with obvious suspicion. "I don't want you to get the impression that I trust you."

"That's fine." He admitted and smirked, though Homura felt a small twinge of satisfaction when she noticed he hesitated slightly before replying. "Honestly, I'd be surprised if you did."

"I don't trust you, but I'm not going to overlook this either." Homura admitted, aware of the fact that Fade was sitting on every single one of her words. He was more easily swayed than his reserved and ominous demeanor let on.

"So instead, I'll use you to accomplish what I want, which is to eliminate all the demons in this city. While they still exist, we'll form a temporary alliance. But once they're gone and we complete our side of the deal..." Her eyes narrowed dangerously as she continued. "_I don't want to see any of you ever again."_

"I'm glad we see things eye-to-eye." Fade replied amusedly, folding his arms. "We'll use each other to accomplish our personal objectives, which is no different from what I originally intended... _I accept."_

And with that, both Homura and Fade turned their backs on the other as they started to walk in opposite directions; neither feeling more satisfied with the current situation than the other. But at least Homura had leveled the playing field considerably, though it was still too soon to start patting herself on the back.

"Wait!"

As Homura turned to leave, she felt a hand grab her by the arm. It was Kyouko, wearing a confused expression as she tried to keep up with the fast-paced flow of events. The look in her eyes was a mixture of concern, pain, and bitter resentment as she still hadn't gotten over her fight with Homura.

"What are you doing?!" Kyouko demanded, watching the members of DAWN retreat into the blackness of night from the corner of her eye. A blink later, and they had already vanished into the darkness. "I thought you wanted to save Madoka!"

Homura bowed her head guiltily, as if all the thoughts running through her mind literally weighed down her conscious.

"I know." She finally admitted; her tone heavy with regret. Her hesitation seemed to indicate that she was holding something back from her companions. "But just trust me on this. Don't associate with them until I can get to the bottom of this matter."

"_Trust you?!"_ Kyouko's voice dripped with incredulity. She scoffed and shook her head, quelling what little had remained between the two of them. "Sorry. I might not trust DAWN, but I don't trust you either. Hell, I don't think I trust _anyone_ at this point."

"Kyouko?" Mami tentatively asked as Kyouko started off into the distance. She gently grabbed the distressed girl by the shoulder, and while Kyouko sullenly brushed off her hand, Mami succeeded in stopping her.

"Mami..." Kyouko's voice dropped to whisper as she bowed her head; a shadow crossing her face. She clenched her fists, frustrated that she hadn't been able to do a single thing thus far. "...I didn't mean to drag you with me."

"Don't say that. I had my own reasons for coming." Mami said in a futile attempt to console her companion.

"I didn't mean for either of you to get caught up in this." Kyouko said, turning with a dangerous glint in her eyes that seemed to slice through the indecisiveness of Homura's heart. "But this is _my_ fight. _So I don't need anyone getting in my way."_

"Wait, Kyouko." Homura called after her in vain, though the awkward hesitation in her voice was apparent as she had no idea how to approach Kyouko after what had happened between them.

"I don't need your help." Kyouko shrugged off her concerned voice. Her bitterness towards Homura had been replaced by complete emptiness. She didn't care anymore. "I work better alone."

The look on Homura's face suggesting that she was struggling to keep from saying something. Then, she sighed.

"I believe I have something I need to say to both of you."

Kyouko stopped long enough to cast a glance back at Homura.

"What is it?" She snapped.

"I know I haven't given either of you a reason to trust me." Homura admitted to her companions, though her words were mainly directed towards Kyouko. Her expression and words were uncharacteristically soft. "I've made more mistakes than I can count. I've neglected your feelings. So... I apologize for my recent behavior."

Kyouko shook her head. The last thing she wanted to hear was Homura apologizing. What good would that do, besides make her feel more uncomfortable?

"_Tell me something new.._" Kyouko muttered under her breath irritably.

"I still want to bring back Madoka." Homura continued, pretending not to have heard Kyouko. "I haven't given up, and I want you to know that. So, I ask that you trust me."

Kyouko remained silent for a few seconds as two pairs of eyes longing for a lost one met.

"Fine." she relented, averting her gaze uncomfortably. "Just this once."

* * *

Looking back, that was a lie.

As Kyouko half-heartedly munched on the apple she was holding, the satisfying '_crunch_' reaching her ears, she knew in her heart that she had already chosen to side with DAWN.

She never intended to stay here long anyways. A week together had been more than enough to expose hidden frustrations, tensions, and painful scars. The two of them; Mami and Homura... they were just temporary allies in the end.

Nothing more.

She felt no sympathy towards her fellow magical girls. Kyouko never asked for their help, and she certainly wasn't obligated to do anything for them either. And when Mami had shown her kindness by offering Kyouko a temporary home, she had repaid it in full by assisting her and Homura with fighting the demons.

_They could handle themselves._

_They were walking different paths now._

_It would have come to this sooner or later anyways._

Kyouko's mind began to fill with justifiable reasons, though she knew they sounded no better than pathetic excuses. If only that uncomfortable feeling in her heart would go away...

She would team up with DAWN, albeit not trusting them completely. They were suspicious; it was no secret that they most likely had a dark ulterior motive. But at least it didn't seem like they were lying about the ability to save Sayaka. Besides, this was most likely her last and only chance, with the wraith situation threatening to devastate the city.

Whatever it took, she would _not_ let it escape her grasp.

"_To hell with it,_" Kyouko thought, indulging herself in the juicy, sweet fruit to rid the unease she had been feeling. "_No point in worrying now. I lost that luxury ever since I became a Puella Magi._"

Faint footsteps on the hardwood floor signaled her return to the living room. Opening a nearby drawer provided to be fruitful as her eyes rested upon a small stash of black cubes neatly tucked away. Kyouko made sure to take a couple, leaving behind more than enough for Mami and Homura. The two of them were different from her; they were still holding back. But that didn't matter, because Kyouko could work alone just fine. She would survive on her own.

After all, that was how she had gotten so far without dying...

As she carefully stored the wraiths' curses in her pocket, Kyouko gave a sideways glance at the skylight activator.

"_If only you never existed,_" Kyouko wanted to say out loud, before realizing how stupid she would look. Then, she thought for a moment and changed her mind.

"_No, if only the wraiths never existed. If only magical girls never existed..."_

"_...If only Sayaka hadn't left me behind..._"

An aqua teardrop, filled to the brim with regret and anguish, splattered on the hardwood floor; forcibly interrupting Kyouko's thoughts as she shook her head in disgust.

"_What the hell am I thinking..?"_

Standing up, Kyouko turned and gazed at the glass screen door as she observed her own reflection. What she beheld was a disheartened girl with shoulders slouched guiltily; eyes averted downwards with a distant and longing pain.

"_Who is this?"_ Kyouko thought, though she knew the unescapable answer in the back of her mind. She shoved her hands in her pockets as the girl in the glass door did the same; staring back at her with such a vacant, hollow expression.

Had she always looked like this? Where had that rangy demeanor, that arrogant air, and that fiery look in her eyes gone? Where had that proud girl, once full of confidence and strength, gone?

"_Damn..._" Kyouko muttered irritably. She didn't recognize herself nor did she know who she was becoming. It was like watching a movie where the protagonist made bad decisions one after another in a downward spiral, and all you could do was watch helplessly; flinching at each fall.

She was missing that burning passion inside her that willed her to survive. It had been extinguished when she had almost sacrificed herself to be with Sayaka. Only a wisp of smoke remained; a final, lingering hope hidden deep inside her.

A reminder of the suffocating loneliness.

Despite insisting that she wanted to be left alone, Kyouko felt comfortable enough with Mami's company. But she couldn't move forward if her eyes wistfully looked back. And her recent conflict with Homura had just continued to escalate things even further. As much as Kyouko disliked her; as much as Kyouko hated her; she still felt a small twinge of guilt and respect towards the stoic girl.

That was why she had to leave now, before things between them continued to worsen. If she continued to interact with other people, she would just hurt herself and those she cared about. Her family had been killed because of her wish. That was why she had already decided to walk the empty path of the loner.

The solemn reality of her lonely life constantly threatened to tear her heart apart.

But at least that was better than the alternative.

As Kyouko took one last look around the small, homey room, she closed her eyes and offered a small, warm smile. Even through all the pain, anguish, and anger she had felt this past week, that wasn't all there was to it. She had become used to Mami's caring nature and her constant worrying. She had become used to Homura's calm demeanor. She would miss Mami's cooking. Hell, she would even miss arguing with Homura. At least she had someone to talk to, someone that although never understood her, would fight back with the same burning passion.

She was supposed to want to be alone, but now... now she couldn't find the words to express her longing for their company.

Kyouko's eyes wandered across the apartment room as unwanted memories came flooding back. Mami would be in the kitchen, busy preparing food as the clattering of plates echoed and the smell of food wafted around the room. On the days Homura was around, she would be in the living room, silently scanning the newspaper or looking out the window at the starry night sky.

And of course, there was the couch Kyouko loved to lounge on as she simply took everything in.

But now it was all empty. Things always had to come to an end.

Tears sprung to Kyouko's eyes as the memories flashed by, but she quickly wiped them away with the back of her sleeve. It hadn't been all roses and sunshine, but it was the first 'home' she had been a part of in a long, _long_ time.

But they had to part sooner or later.

Kyouko shut the door behind her.

"In the end, you have to be selfish and live for your own good." Kyouko spoke aloud as if to justify her actions, though the empty void in her heart remained. Aware that it wouldn't go away, she turned forwards to face the glaring sunshine overhead.

And as she left, Kyouko's soul gem grew just a bit darker.

* * *

"There are a few questions that have been bothering me..."

Both Homura and Mami were sitting on a wooden park bench overlooking a small, grassy field. The warm, golden hue of the morning sun gently shone overhead. The shrill sound of children shouting in the distance as they ran around and played by the playground softly resonated in the background. Warm, playful breezes rustled the vibrant green leaves on nearby trees as they swayed to and fro.

"Is this about DAWN?" Mami asked as Homura wordlessly nodded.

"As you may already know, I don't trust them. I figured if the two of us brainstormed, we would be able to solve many of the issues surrounding them on our own."

"I see." Was Mami's succinct response. She knew she didn't have a choice anyways.

Just earlier, Homura had silently waken her; taking care not to disturb a sleeping Kyouko as the two of them left her apartment. Mami didn't have the chance to question what was going on as she was brought here, though she initially relaxed when Homura assured her that she just wanted to talk.

Of course now, the mention of the shady organization did little to ease her nerves.

"Firstly, what was their reason for coming _here_?" Homura mused aloud. The expression on her face was serious as she gazed upwards, as if searching the clear, blue sky for answers. Of course, it remained empty; save for a few lingering clouds.

"They mentioned something about us being the only magical girls in a large radius..." Mami replied, hoping the information she had obtained would help.

"That means that they specifically need Puella Magi for their objective." Homura quickly deduced. Then, "Why?"

Mami shrugged. "I can't provide any answers, Akemi-san. My apologies." She answered politely.

Not to be discouraged however, Homura continued her questioning.

"Secondly, how can they see through the miasma and discern Puella Magi like ourselves, not to mention the wraiths?"

"Perhaps they are Puella Magi as well," Mami answered in an attempt to lighten the mood, though her humor didn't reach her impassive companion.

_"Tomoe-san."_ Homura's voice lightly chided her. "_Focus_. Both our safety and the safety of this city depend on what we're doing right now."

"I'm sorry." Mami apologized half-heartedly, though her eyes distractedly wandered to the people strolling by. How lucky they were to be able to smile without a care in the world; unaware of the evil lurking in the shadows.

"Thirdly, why do they need our help? That, I believe, is the most suspicious part and a major aspect of why I don't trust them."

Mami nodded her assent. "After thinking things through, I'm starting to agree with you. From what I've seen, they can handle themselves against the demons just fine."

"Their excuse that they need our assistance fighting the wraiths is most likely a lie," Homura agreed. "It is highly possible that they can eliminate all the demons without our help. So it has to be something else."

"Thinking these questions over won't account for much, Akemi-san. Perhaps it is better to ask them directly." Mami suggested.

Homura scoffed. "If it was that easy, we wouldn't be in this situation to begin with." She replied coldly, her eyes glazed with resentment.

"If only things were that easy..." Mami repeated, gazing away wistfully.

"There's another thing that bothers me," Homura asked, indicating towards her arm, which she had bandaged earlier. "When I fought with one of them, his weapon pierced my arm. It hurt, even though I'm not supposed to feel pain as a Puella Magi. Just what is going on?"

"The members of DAWN certainly aren't normal individuals. It is possible that they have unknown powers that go beyond our understanding of this world." Mami replied, though she was unsure herself.

Then, a thought occurred to her.

"Perhaps we can ask Kyouko if she's heard of DAWN before." Mami suggested. "After all, she isn't originally from this city. It wouldn't be out of the question to think that DAWN had visited a previous city and made a deal with other Puella Magi."

But Homura shook her head. "If Kyouko had heard about DAWN, she wouldn't have..."

Mami sharply looked up as Homura trailed off. "She wouldn't have... what?" She asked; her curiosity piqued as Homura appeared to know something she didn't.

Homura waved it off like it never happened. "Nothing."

"...Do you really intend to form an alliance with them?"

"I don't intend to make good on that deal." Homura replied, maintaining a straight face even though she had admitted to lying. And to someone dangerous no less. "I'm just buying time to bring some certain things to light."

"Pardon me for asking, but why do you distrust them?" Mami asked, before quickly adding: "Not that I don't, though. I just assumed you had specific reasons, which I would like to know."

"I don't trust their motives." Homura asserted, shaking her head in thought. "We still don't know what they're up to. And besides... they won't follow through on their deal either."

"What do you mean?"

"Do you really wish to know?"

Homura's solemn tone signaled that what would come next might be better off unheard, but Mami hesitantly nodded. She didn't like being left in the dark.

"There was a reason they killed Kyubey." Homura started. "They wanted to shut him up."

"From saying what?"

"From hiding their secret. According to Kyubey... Fade doesn't have the power to make a contract." Homura revealed.

"_He can't bring back Madoka and Sayaka."_

Mami blinked. "P-Pardon? What did you just say?"

"Fade lied to us." Homura said, closing her eyes as she folded her arms in regret. "Even though I didn't want to admit it, it didn't come as a surprise either. We should have known something like this would happen from the start."

"Why didn't you tell us before?!" Mami exclaimed. This changed everything!

"How could I?" Homura asked defensively. "I couldn't dash Kyouko's hopes like that. That hope is all she has left. But at the same time, I couldn't let DAWN take advantage of her."

"How could they lie to us?!" Mami demanded indignantly. _Now_ she understood everything. _Now_ she understood why Homura took the actions she did.

"DAWN may not have the power to make a contract," Homura was still explaining, though Mami already had an inkling of what she was going to say. "But at the very least, they can rid the wraiths from this city for us. So we'll use them for that purpose."

"Even so," Mami looked away, expecting anger but feeling only sadness and despair instead. She couldn't even begin to imagine how Kyouko would receive the news after how passionately hopeful she had been. "I can't forgive them for doing something like this."

"Whether it be a few days, a few weeks, or even a few months, we cannot last forever as the demons continue to multiply. This is our only chance to purge them. We should be grateful for that, at least."

"Say," Mami started, deflecting the topic as she remembered something important. "You told Kyouko that you wouldn't give up on bringing Madoka back. Was that a lie?"

But Homura ignored her sudden question, her eyes falling to Mami's shoulder instead.

"How is your wound?" She asked as Mami's hand instinctively moved to check.

"It's fine." She said, hiding her emotions behind a thin smile. "More importantly, why are you wearing that?"

Mami indicated towards the pink necklace hanging from Homura's neck as Homura quickly grabbed it and slipped it underneath her shirt.

"It's nothing." She lied, struggling to keep a blush from rising to her cheeks.

"Is that so?" Mami inquired in obvious interest. "I assumed it was Kyouko's present."

"How did you know?"

Mami smiled slyly. "The receipt was still in the bag. I'm glad that you two are getting along better than I thought."

"It's not like I wanted to wear it. It's heavy... and it gets in the way when I fight," Homura said, looking back towards the direction of Mami's penthouse. Her expression was almost wistful, but was carefully shielded by her constantly rigid nature.

"...It's bothersome... Just like her."

Mami smiled wanly. "I suppose so.."

For a few, peaceful moments, not a word passed between the two of them as they each found their solace in the whirlwind of events. Somewhere in the distance, someone was laughing; the light melody gently echoing with the warm breeze.

"So, what are we going to do about DAWN?"

Homura paused, mulling over the sudden question. Her nose wrinkled in distaste. Annoyed, she shifted her gaze to the nostalgic surroundings.

"For now, all we can do is watch. When they finish eliminating the wraiths and their lie is exposed, we can worry about it then."

Mami wordlessly nodded, tossing her golden locks as she did so.

"Forgive me if this come across as strange," Homura started to ask, a nagging question lingering on the forefront of her thoughts. "...But why do you trust me so easily?"

"Would you rather I didn't?"

"That's not it. I'm just... curious."

Mami mulled it over, before finally shrugging.

"Who knows?" She concluded. "You want to do a good deed by clearing this city of demons. And even if you may not show it, you care about me and Kyouko."

As Homura looked away; her cheeks flushed, Mami continued.

"The way both you and Kyouko struggle on your own, trying your hardest to fight back against all odds... I admire that courage. For that, I believe in you. So, you have my trust."

The smile on her face was sincere and pleasant, but made Homura feel uncomfortable all the more.

"You think too well of me." Homura finally said, keeping her attention fixed elsewhere. No matter how hard she tried, she couldn't face Mami; as if she was ashamed that she couldn't live up to her lofty expectations. "I'm not nearly as brave as Kyouko is. I'm just better at hiding my fear and insecurities."

Mami sighed, dismissing Homura's objections with a casual wave of her hand. "Well, I suppose we each have our own issues to deal with."

"I plan on doing just that."

Upon hearing this, Mami looked up at Homura. The stoic girl wore a determined expression accentuated by the tilt of her chin that made her seem... distant.

Distant, but admirable.

"You really wish to save Kaname-san, don't you?" Mami asked.

"That goes without saying." Homura's response was succinct; automatic as if she had been convincing herself of it a thousand times. "She did so much for me, after all."

"What's she like?"

Homura turned to glance at her companion. "Haven't I already-?"

"You told me and Kyouko what she did, but you never told us what she was like." Mami prodded. "I'm rather interested in knowing what kind of a person she was."

"That's not important." Homura objected. "There are other things we should be-"

"I have time." Mami said, folding her hands in her lap politely. She studied the look on her companion's face for a moment, as if trying to read her true feelings. "So, you may continue."

"...ggh," Homura made an annoyed sound when she realized Mami wouldn't relent.

"Madoka?" Homura thought for a moment. "Well, she was..." Her eyes turned uncharacteristically wistful as Mami knew she was on to something.

"She was..?" Mami gently prodded.

"Amazing." Homura finished. "In many ways. Outwardly, she was naive, clumsy, and may have appeared weak to others, but her cheerful spirit and determination to believe in the good of people and this city never wavered. She was willing to extend a hand to someone like me. She gave me courage. She gave me hope. And most importantly, she taught me to believe in the good of others."

Here, Homura turned to face Mami. "That is why this past week, I have always considered both you and Kyouko my irreplaceable friends. I am thankful for your mutual trust."

"If you had the chance, would you do it?"

"Do what?" Homura was confused.

"Save Kaname-san." Mami's eyes shone with curiosity.

Homura slowly averted her gaze, as if guiltily. "...Of course," She finally mumbled. "But it's silly to believe in delusions. What's done is done."

"So you've moved on?"

"Don't get me wrong." Homura was quick to explain. "I haven't moved on. I suppose _can't_ move on, much like Kyouko. I want to believe that I can save her. But I can't misplace my hope and hurt myself by having them dashed once again either. I suppose it's rather selfish, but then again, I'm no hero. I have faults just as anyone else would."

"Pardon me if this comes across as too forward," Mami hesitantly started. "But I don't think you should just give up like that."

"Could you do that then?" Homura's eyes wore a cold, longing look that spoke volumes of what she had to go through. "Fight, if it meant you would only receive more pain?"

Mami gently shrugged. "Who knows? Fortunately for me, I haven't been in such a predicament." Then, her expression turned solemn. "But if it were me, I wouldn't give up. Because once you do, it's _over._"

"_Over_... huh?" Homura pondered. Flashes of a certain ditzy, pink-haired girl appeared in her mind.

_Her bright, innocent smile; lighting up the darkest of nights._

_Her melodious, sweet voice; speaking words that rang of hope and kindness._

_Her head, tilted upwards, and eyes blazing with a steel-willed determination to save this twisted world..._

Without having noticed before, Homura felt a lonely tear trace itself down her face.

"T-This is strange..." She quickly wiped away the stray tear as if it never existed. Her face betrayed no emotion as usual.

"Akemi-san?" Mami wondered. She blinked, as if debating whether she had imagined it.

"It's nothing." Homura answered, her voice more soft and tender than her usual sharp tone. "It'll all be over soon anyways."

Mami nodded, turning to gaze at the bright sun taking its rightful place in the center of the vast sky. How majestically it shone, lighting up this world, yet how lonely it probably felt. The moon and the stars would do the same in the night. For a brief instant, Mami felt an inkling of realization trickle in her mind as she wondered why Homura seemed to look up towards the sky so often.

"I hope you're right..."

* * *

Being outside in Mitakihara City was the most annoying in the afternoon. The sidewalks swarmed with crowds of people; business suits, casual clothes, and school uniforms alike. Cars zoomed by on the wide streets, adding fuel to the rambunctious atmosphere. The horizon shone with a blindingly golden tint, casting the afternoon sun through the city blocks.

Walking down a less busy sidewalk to avoid the crowds was none other than Kyouko, who solemnly observed her surroundings as her eyes and ears filled with the sights and sounds of city life. She moved at a quick pace, bracing against the roar of society.

To think this was her territory. Now, she wanted nothing more to do with it.

As she walked, Kyouko felt the judging sidelong glances from people passing by as she uncomfortably turned away. Normally she would glare back, but the spiteful reaction had escaped her.

It was pitiful. She had been treated like scum for as long as she could remember; ever since she had started living life for herself. And she had certainly done enough to earn that hated reputation.

But she wasn't doing that anymore. She was going to save Sayaka.

No one understood her.

Not Homura.

Not even Mami.

_Why had she given the necklace to Homura?_ Kyouko had been asking herself that very question over and over ever since she had done the deed. She had naively thought it would repair something between them. She had thought that maybe Homura would stop acting so _damn_ indifferent. That perhaps Homura _actually_ listened to what she said. That perhaps Homura _cared_ about how she felt.

But in the end, that wasn't the case.

In the end, even after Homura's apology, Kyouko wasn't convinced at all. It was probably just Homura's way of avoiding her while justifying her own actions at the same time. If she was truly sorry, why couldn't she see that she was continuing to obstruct Kyouko's goals? Of course, the fact that Kyouko hadn't given the necklace to Homura in a rather _polite_ way didn't help.

"_What the hell is with her?"_ Kyouko thought to herself irritably. She didn't understand why Homura had taken the actions she had at all. "_I was stupid to think she was like me..."_

Frustrated, Kyouko slammed her fist onto a nearby lamppost, ignoring the curious stares from a few others as she did so. It was no secret that she was frustrated with Homura. But she knew deep down that she was also frustrated with her own inability to fight back. Like before, she couldn't save what was truly precious to her. She still had to rely on others.

The hopelessness of her pitiful situation threatened to overwhelm her.

Taking a detour with a quick stop to a food stand nearby, Kyouko emerged with a handful of taiyaki. Perhaps the food would help her relax. The red bean paste oozed out as she sunk her teeth into the snack; her mouth filling with the soft texture. However, the snack tasted dry and unappealing; nothing reminiscent of the familiar tartness she was used to. A few bites later, and Kyouko had to spit it out; tossing it in a nearby trash can in disgust.

Before, she would have been abhorred at the sight of wasting food; herself no less. But now, it escaped her attention as her mind kept returning to the same thoughts.

She just didn't care.

As Kyouko continued aimlessly down the relatively barren sidewalks, she stopped walking as she noticed a family strolling by. A small girl was smiling cheerfully and giggling in the tender comfort of her parents' hands. The nostalgic sight brought painful memories flowing back, but were just as quickly stemmed.

That was in the past: it didn't belong.

A visit to the arcade didn't help to distract her mind, though. As Kyouko slunk into the dimly lit store and began playing a lonely game of pinball in the corner, she was aware that she was slowly losing it. Minutes quickly turned into hours as what happened after that seemed to go by in a blur. Before long, Kyouko eventually found herself in the middle of a deserted playground. Cherry blossom trees lined the perimeter, the delicate pink petals slowly falling to the ground in the gentle spring breeze.

The cherry blossoms were supposed to represent birth and hope, but all Kyouko felt as she watched the falling petals was regret.

"_What am I doing..?"_ Kyouko thought to herself as she sat on a swing, lazily rocking back and forth.

The idea of returning to Mami's house crossed her mind, but was quickly repulsed. Kyouko made it a point to live and die by her actions. She had said it before anyways; this was _her _fight.

It was _her _fight, but the strength to fight had escaped her; replaced by the lonely and guilty void eating at her heart.

To think she once thought she was tough. To think she once considered living for herself was a sign of strength; a sign that you were over the naive impulse of believing in disgusting concepts like '_friendship'_ and '_hope'_.

But in the end, she had been the one that was naive. It was so _damn easy _to live for yourself. You only had to satisfy your needs. But to care for someone else. To feel something other than apathy. To have your heart torn in every direction as you struggled through misunderstandings, clashed in conflicting beliefs, and in the end, felt the sickening void of loss...

Well... if she had known about it earlier, she wouldn't have walked down this path.

But thanks to the demons, it was too late to regret. It was too late to do anything. All she could do was reach up with her hands and hold tightly on to something... _anything... _and hope. Whatever it was, DAWN or whatever, this was it. There was no turning back. There was nothing left to turn back to anyways.

At least now she could go out fighting for something worthwhile.

The irony of such a heroic death for someone like her made the corners of Kyouko's lips turn upwards ever so slightly, though more in bitter resignation than cynical amusement.

She knew she didn't deserve that heroic death. Not with the life she had lived. She couldn't even begin to count the number of times she had let innocent people die at the hands of a witch's familiar just so she could harvest a grief seed later on.

It was too late to be doing good deeds now. It was too late to hope for a happy ending. But that was exactly what she was doing by trying to bring back Sayaka; the ultimate atonement for all her sins.

"_Is it really so much to ask to have just one wish granted?"_

The helpless thought pervaded in Kyouko's conscious as the unfairness of the situation continued to weigh down on her.

"My life has been so unfair.." Kyouko muttered under her voice in bitter recollection. "But up until now, I steeled myself and weathered the storms. Even if it was almost too hard to bear at times, I dealt with it. I told myself that maybe, _just maybe_, one day there would be something beyond the suffering and at last I would be able to dream a happy dream..."

She said these words with the faint hope that perhaps some divine being would feel a twinge of sympathy and intervene on her behalf. But of course, no one answered her.

No one was there.

Not Mami.

Not Homura.

And especially not Sayaka.

"Damn... Damn it all!" Kyouko muttered as the tears had started to fall by now. "Why am I so weak?!"

She tilted her head to the amber sky, letting the golden sunlight shimmer on the anguished tears and across her upturned expression of desperation.

"SAYAKA!" She shouted, not caring if anyone heard her or not. She was oblivious to her distant surroundings as the fervent words came pouring out.

"YOU HEAR ME?!"

"I'VE HAD IT!"

"I'VE HAD IT WITH THIS PAIN!"

"I'VE HAD IT WITH _EVERYTHING_!"

"I _WILL _SAVE YOU!"

Running out of the initial passionate energy, Kyouko slumped down and bowed her head.

"_Because..."_ Her voice was hardly audible as a shadow had crossed over her face. The tears were still dripping down her face in thin streams as she clenched her teeth.

"_I need you, Sayaka..._"

"_It sucks to be alone after all..._"

As Kyouko sat on the empty swings, the lonely creaking doing little to interrupt her thoughts, she floundered in despair.

But over time, she had slowly become accustomed to this throbbing pain. A few moments later, Kyouko silently regathered herself as she slowly stood up; traces of anguish still lingering on her face though her fists were clenched in a steely determination to move forward.

Then, she started to walk.

"What are you doing here, Sakura Kyouko?" Not a few moments later, a childish voice interrupted Kyouko's thoughts. Turning around, her eyes fell upon a furry, white creature as her expression distorted into one of obvious distaste.

It was Kyubey, alive and walking like he hadn't been killed the other day. Kyouko scowled at the unwelcome sight.

"I'll do whatever the hell I want." She snapped; her tone scathing.

"You were caught in a wraith trap the other day." Kyubey pointed out as Kyouko gritted her teeth and glowered upon the recollection of her mistake. "Moving alone would only increase the chances of another similar experience."

"Who told you?" She demanded. "Homura?"

"No." Kyubey replied. "I happened to be passing by when I saw the whole incident play out."

"If you were there, why didn't you do anything?" Kyouko demanded, though she already knew the answer before it was confirmed by Kyubey.

"What could I have done, Sakura Kyouko?" The incubator rhetorically posed. "The purpose of my existence is only to harvest energy."

"_And to trick innocent girls into sacrificing their lives, you lying bastard!_" Kyouko thought darkly. But she didn't say it, of course. To be honest, she didn't care what other girls did with their lives. It wasn't her problem in the end. That is, until a certain sword-wielding moron intruded on her life.

"What if I had died there?"

"That would have been unfortunate, but I would have procured another replacement to protect this city accordingly." As usual, Kyubey's face wore a vapid expression.

"_As damn rigid as Homura is, he takes the cake. Thank god Mami isn't like either of them. She's probably the only reason I'm still sane._" Kyouko thought as she scowled darkly, then turned away.

"Whatever." She called out apathetically as she turned and started walking. The unremitting beat of her footsteps echoed through the barren alleyways.

A while later, and Kyouko had reached the base she, Homura, and Mami frequently used as shelter from the demons. Slinking past crumbling cement pillars and making her way to the stash of supplies, Kyouko dropped to her knees and started to gather everything.

"What are you doing?" Kyubey's voice rang out from the entrance as Kyouko narrowed her eyes. So he had followed her.

"I'm cleaning up." Kyouko replied coldly, keeping the conversation as brief as possible.

"Won't you need the supplies for next time?"

"There won't _be_ a next time."

"Wouldn't it be wise to notify Akemi Homura or Tomoe Mami before proceeding?"

Kyouko turned to face the incubator, tired of his incessant questions. "Don't you have better things to do?"

"Part of my purpose is to observe current Puella Magi." Kyubey replied. "Though you interest me in particular. You are an anomaly; I don't understand you at all. Your frequent mood swings never cease to fascinate me."

His eyes bored into Kyouko's figure with the same look that a little child would give towards a circus attraction. Full of wonder, confusion, and a little bit of amusement.

Kyouko scowled. She hated to be patronized, especially by a small creature like Kyubey.

"What exactly are you trying to accomplish by doing all this?"

The sudden question took Kyouko off guard. Searching for an answer, she weakly replied: "To save Sayaka, of course."

"Why?"

Kyouko scoffed at the apparent absurdity of the question. "Isn't that obvious? I..."

Then, she was lost for words.

Why _did_ she want to save Sayaka?

Was it just because she felt guilty over her death?

Was it because she was lonely without her?

Or was it because Sayaka was special to her?

But in either case, wasn't she doing this just for herself?

"I know you wish to bring Miki Sayaka back," Kyubey continued. "But consider her wish as well. It is possible that your actions will not be beneficial to either party. In other words, _she may not wish to be saved._"

His words rang with such a foreboding tone that Kyouko struggled to retort.

"What the _hell_ are you talking about?!" She demanded. "How could she not want to live?! How could she not want to come back when _I'm_ doing all this for her?!"

But the more Kyouko talked, the more selfish intents and gaping flaws she uncovered in her argument. The more she argued, the more her determination faded away.

Unable to answer, Kyouko brushed away the annoying question and started off when Kyubey's voice rang out after her.

"You know, running is-"

Kyouko whirled around in a flash. "I'm not running!" She shouted, her voice dripping with indignation. "What does it look like I'm doing?! I've chosen my path, haven't I? I'm fighting for what I want! Isn't that right?!"

But only the methodical dripping of water from a nearby gutter answered her tirade. Frustrated, Kyouko satisfied herself by having the last word.

"I'll bring back Sayaka. Just you watch." She stated as she turned to leave.

"You can't." Kyubey's words reached her as she stopped in her tracks.

"Whaddya mean I can't?" Kyouko scowled darkly. "I said I'll do whatever the hell I wa-"

"The entropy required to compensate for a contract like that is enormous." Kyubey explained. "In short, for any one person to possess that power is impossible."

"W-What's that supposed to mean?!" Kyouko retorted, though the hesitation in her voice was evident. She quickened her pace before Kyubey could continue, but it was to no avail.

"Sayaka cannot be saved."

Kyouko whirled upon Kyubey in a hurry.

"What the _hell_ do you know?!" Kyouko demanded, attempting to drown out whispers of doubt in her mind. "You didn't know that Homura's _'Madoka'_ would kill all the witches, did you?!"

"Whether such a race or individual ever existed remains to be seen." Kyubey calmly answered.

Kyouko gritted her teeth. "It doesn't matter what you say. I've already made up my mind. _So stop me if you can."_

Kyubey stared back with blank eyes.

"As I've asked before, what are you hoping to accomplish?" He asked as Kyouko wilted under his steadfast stare. "To make up for your guilt? Is saving Miki Sayaka for her sake, or merely to clear your conscious? And even in the off-chance that you _do_ manage to bring her back, then what? Do you really believe that will right everything?"

Kyouko weakly opened her mouth to offer a retort, but not before Kyubey delivered the final blow.

"Because I can assure you that it will _not_."

Kyouko stopped. His ice-cold words pierced her heart like icicles. For a moment, her thought processes shut off.

Then, an unquenchable fury arose and burned in her eyes as she scowled darkly.

"_Scram._"

A single command, uttered by Kyouko, left no room for any further discussion.

"As you wish." Kyubey asserted as he scampered off into the shadows.

Once he had left, Kyouko remained in place; silently standing amidst the broken pillars. Then, one slow step after another, she started to walk. To where, she didn't know. But as she did, her stride lengthened with the persistent nagging in her heart.

And once again, she was lost in despair.

* * *

Mami was taking long. Too long. She hadn't replied via telepathy either.

Of course, Homura had long grown suspicious.

She had told Mami to investigate the warehouse DAWN had been by last night. There was a chance that the two of them could end everything if the right opportunity arose. Uncovering anything of importance would go a long way.

But such opportunities had always been far and few.

The shadows had lengthened in the afternoon sun by the time Homura, walking near the outskirts of the city, finally spotted her targets up above. No wonder it had taken forever. The last place she had thought to look was up.

She had wondered what DAWN did unbeknownst to the magical girls. Now it was time to find out.

Taking care to make sure no pedestrians were nearby, Homura slipped into an alleyway. Gleaming white wings protruded from her back as she leapt and soared into the auburn-tinged sky.

Homura landed on a nearby roof as she discerned two figures next to a broken skylight against the backdrop of a clear, amber sunset.

It was Fade and Kaito.

"Well look who it is." Fade spoke aloud as Homura approached through the air and landed a few feet away.

But Homura ignored his observation as she gave a cold look at Kaito, who returned it. Then, she shifted her attention to Fade.

"What are you doing here?"

Fade gestured. "Exactly what it looks like. We're fixing the skylights so that we can implement them tonight." His tone was light; purposefully oblivious to Homura's cold and distrustful demeanor.

"I see."

"I was also drafting the conditions of the contract." Fade added. "Perhaps you might be interested?"

Homura shook her head.

"That's a lot of faith you're placing in me," Fade mentioned offhandedly, taken slightly aback. "Where does it come from? Certainly not from last night, I would assume."

"It would be in your best interest not to betray us," Homura stated. "As powerful as you three may be, certainly you would like to avoid unnecessary conflict."

Her words were underlaid with a threatening ring. But she already knew the real reason why she didn't bother to check the conditions of Fade's contract.

He had _already_ betrayed them.

Fade laughed dryly. "Well, I suppose that much is true. It seems I have gravely underestimated you from when I first arrived. I'm impressed."

Then, in the same light tone, he posed a question of his own. "So, what is your business here?"

"To observe your actions." Homura coldly answered, though she knew it was a lie. In reality, she was simply holding them up so Mami would have enough time to investigate undisturbed. The last thing Homura wanted was Fade to catch on that they were planning to undermine him.

"You make it seem like I'm a terribly untrustworthy person," Fade replied in mock indignation.

"Are you implying that you _aren't_?"

"I'm not implying _anything_." The cloaked leader turned his gazed to the city below. "I simply assumed that you Puella Magi would be able to sympathize with our efforts."

"Why would you ever assume that?" Homura's tone was cutting.

"You Puella Magi are just like us." Fade gestured to the people milling around below. "Neither of us are like them. We're different. We live in their world, yet they don't know about ours. Our fight is one they cannot see, yet you continue to protect them."

He turned to face the impassive girl. "Isn't that what you are; _guardian angels_?"

"What are you getting at?"

Fade turned as he folded his arms. "People like them _should_ be grateful, yet they live their own lives and stumble through their own problems, naively and blissfully unaware of the darkness. Only we know. It is our responsibility to maintain that. Yet, it is unfortunate that people like us meet such an unpleasant end."

"You..." Homura breathed.

Fade's voice was uncharacteristically softer than his usual confident tone; his demeanor came across as strangely reminiscent. "Life isn't fair. I know that full well. It's filled with unfair trials."

"But it is those trials that make us who we are as we learn from them." Homura asserted, her eyes filling with renewed determination.

Fade smirked. "Do you honestly believe that, Akemi Homura? Is that what your heart is telling you?"

"As I've stated before, that is none of your business."

"My apologies, then." Fade turned back as the sudden wave of his uncharacteristically placid personality washed away. "Getting sentimental won't help. I suppose I've talked too much."

He walked back to assist Kaito in repairing the skylight. Dark energy flowed from his hands as the crumpled metal twisted and reshaped itself until it had reached the original form. Homura silently stood back, watching in reserved interest.

"You had better keep a low profile tonight," Fade spoke up. "For all we did last night, we barely made a dent in the wraith population. And all throughout today, I have been feeling powerful energy fluctuations. I don't have a good feeling about this. Inform Tomoe-san and Sakura-san that we will handle the rest by ourselves."

"Didn't you say you needed our help?" Homura was taken a bit off guard. "That _was_ a lie, wasn't it?"

"You could say that," Fade confirmed. "But if any of you died now, that would ruin my plan."

Homura remained silent for a few seconds. Then, she posed an offer of her own.

"Let's attack the wraiths and wipe all of them out tonight. If we combine forces, we can do it."

"So you propose that we risk everything on one giant gamble?" Fade smirked. "That sounds intriguing, but I'll have to pass. I don't like leaving things to risk. Besides, I already mentioned that it won't be necessary for you Puella Magi to risk your lives tonight."

"I don't like the idea of leaving everything to you."

"Your preferences are irrelevant at this point. We'll use whatever means necessary to achieve our goal." Fade seemed miffed, if it was even possible. "Though I believe I had already made that clear."

His calm tone did little to ease Homura's tenseness, however, as her shoulders stiffened. Mami should be done by now. Homura wanted to have nothing to do with DAWN any longer.

"We'll see." Was her final answer as she took one leap, spread her wings, and promptly left.

Once she had left, Kaito spoke up; his chilling voice filling the silence.

"I do not understand why we need them." He made a motion to reach for his sword. "Perhaps it is better if we end this alliance."

But Fade reached out and planted a firm hand on his companion's shoulder.

"Don't act rash rashly," Fade warned. "We still need them. And she's not as weak as you may think."

"I never underestimate my opponents." Kaito stated evenly. "But surely it was a mistake on her part to try to stop us last night."

"No..." Fade smirked as he slowly shook his head. "I do not believe that is the case. There is more to her than I had first thought."

"She did not stop us just to prevent the destruction of the skylights?"

"She lured you into fighting to seal our movements. Now she can do almost anything, and if we object, she'll just point to your fight as rationalization. That was unwise on your part."

"I see."

"Well, don't worry about it." Fade assured him. "I was the one who told you to in the first place. It was my mistake for not recognizing her hidden motives and determination earlier."

"I do not understand why you hold these Puella Magi in such high regard." Kaito admitted. "Emotions will make one weak."

"I suppose that is the case for individuals with rampant, unchecked emotions," Fade conceded. "In Sakura-san's case, she has such a volatile personality that she is now just a former shell of herself. There is nothing to worry about from her."

"But do not underestimate the power of emotions." Fade continued. "They can become a powerful tool, though I suppose someone like you won't understand."

Kaito's voice maintained his usual impassiveness. "You are correct in that."

"I suppose the main reason to be wary of the Puella Magi is their ability to communicate telepathically, which puts us at a disadvantage should a conflict occur." Fade conceded. "But as Tomoe-san and Akemi-san are the only possible threats, there is no major need for concern. If the occasion arises, I'll be counting on you."

Kaito turned, his bright red eye dull with emotionless vacancy.

"You have my word."

* * *

Meanwhile on the other side of the city, Mami had reached the large, deserted warehouse. As she gingerly trod over the dusty cement, she kept a close watch on her surroundings. Homura had stopped communicating with her some time ago; at the moment, Mami had no idea what DAWN was up to.

It would probably not bode well for her if she were caught.

But after seeing what they were all about last night, she had made the decision to side with Homura. This mission would be a quick and simple investigation: an opportunity to get back at DAWN for betraying them. Though, Mami wasn't sure what she was expecting to find.

Upon reaching the front, Mami nudged the heavy door open; her shoulder bracing against rotting wood as it gave way. As the door slowly opened with a creak, she peered inside, but only darkness met her eyes.

Mami flipped on a switch; a dim light gradually filling the vast room. The warehouse was three stories high, with walkways on each floor that tapered off into the darkness of the back section hidden from view.

Mami's nose wrinkled as a musty odor that indicated years of abandonment filled the room. Dust floated in the dim light as she silently crossed the warehouse, scanning for anything useful.

She moved swiftly, slipping into the darkness between cluttered rows of long shelves. The ground was strewn with various objects and papers alike, though the rust gathering on the artifacts and machinery signaled that this warehouse had not been used recently.

Mami approached a rather large shelf and pulled out a handful of heavily wrinkled papers, leafing through their contents.

Construction budgets. City planning. Community statistics.

The papers didn't have the dates written on them, but all of them were ancient; yellowed with age. Nothing here seemed to be of any importance.

Mami stuffed the papers back as she strode past the cluttered aisles. She was about to check the other side when she heard the familiar creaking of the door. She froze in her tracks as her heart rate spiked.

Was it Homura? Or had DAWN got the jump on her already? Or was it her imagination altogether?

Either way, Mami didn't want to take the risk to find out.

Backtracking ever so slowly, she fell to her knees and crouched under an overhanging walkway. Slow, methodical footsteps echoed from the other side, approaching closer...

And closer...

_And closer..._

The throbbing of her heart threatened to give away her position as her breath came out in short, ragged gasps. Adrenaline rushed through her veins as she didn't even the luxury to think rationally; only react to the current situation.

Then suddenly, next to her, a pocket of air twisted and started to collapse in on itself. With only a millisecond to react, Mami leapt into another row as it exploded; the shockwaves ripping through the air as it knocked shelves over.

Mami knelt and clamped a hand to her mouth to avoid breathing the dust and debris blown up by the explosion, refraining from coughing to conceal her presence.

"...Could have sworn someone was here," A jeering voice sounded on the other side, echoing throughout the large interior. The footsteps started again as they now sounded uncomfortably close.

_Too close._

By now, Mami knew that her position had already been compromised by DAWN. If that was the case, it would better to avoid a direction confrontation. But whether it was just Shiro or more, she didn't know.

But she had to get out.

_Fast._

Mami took a slow, steadying breath and tensed for the one attempt she would have to escape.

Once Shiro was just about to turn the corner where she was hiding, Mami sprinted out at full speed. From the corner of her eye, she caught a quick glimpse of a lavender jacket as she dashed towards the end of the warehouse. Mami was greeted with the sight of a flight of stairs as she quickly ascended to the steel-railed walkway above. Running towards the end, she slid into the dark room at the top as the door behind her swung closed.

Mami lay there for a second, attempting to catch her breath as she strained to hear any sound coming from below. There was no way Shiro hadn't seen her. But everything was silent. He hadn't given chase.

At least not yet, like a cat toying with a mouse; slowly trapping between its paws until there was no way out.

But for now, Mami shakily stood up. Glancing around at her surroundings, she realized she was trapped in a small room at the top of the warehouse. Mami had placed her faith in the chance that there would be a way out at this end, but her luck had failed her. With no idea what to do, she moved away from the door towards the center of the room. This room seemed to mirror the rest of the warehouse as a few aisles of shelves dissected the cramped space.

Mami reached out and pulled a loose paper free; faintly hoping that there would be something of use up here. But skimming through the contents, she quickly realized that it was no different than the papers below.

"_Of course it wouldn't be this easy..."_ Mami thought. What had she hoped to find? What had she hoped to accomplish?

As these thoughts ran through her mind, the door swung open. With no other option available, Mami quickly started to summon her weapons. But as she turned, rifles in hand, Shiro had already crossed the distance, swatting the guns from her hand as they clattered harmlessly against the floor and dissipated.

"Let's play nice, now." Shiro's mocking voice rang close to Mami's ears as she instinctively propelled herself backwards; her eyes glazed with a cold determination.

"My apologies, but I hope you don't mind if I teach you a lesson about sneaking up on people."

"_A lesson?"_ Shiro smirked; his bright blue, almond-shaped eyes filled with amusement. "I think you've got the wrong idea. I'm not here for you."

"You... _aren't_?" Mami's voice rang with skepticism.

The blonde teenager shook his head, folding his hands over his bare chest. "I didn't expect to see you here. You startled me back there."

"That doesn't change the fact that you attacked me. How am I supposed to believe you?"

"Well, well, let's not point fingers now." Shiro said in a patronizing tone similar to Fade's.

He turned and walked over to the center of the room as Mami tentatively backed away towards the side; keeping a close watch.

"I think our intentions are similar," Shiro was still talking as Mami remained silent. "I came here to take a look around. You see, Fade doesn't like to let me from his sight. So I figured I'd see if I could find something when his attention is focused on you magical girls. Because like you, there's still a lot I don't know about him."

"You know, we weren't originally planning on visiting this city. But Fade insisted we should. He insisted that you three could help us with our plan."

"What plan?" Mami asked.

But Shiro didn't answer as his gaze suddenly became fixated on a certain file of documents on one of the shelves. Interested, he pulled it out and began to read the contents.

"What's that?" Mami asked, craning her neck for a better look. The title across the top read "_Mitakihara Central Hospital"_.

It seemed to be just an ordinary hospital record. Why was Shiro so interested?

"Well..." Shiro said as he neatly folded the piece of paper and stashed it in the back of his jeans. "I guess I have to thank you, _Tomoe Mami_. It seems I have indeed found something of value."

But Mami didn't bother to reply. For now, all she was concerned with was the fact that Shiro didn't seem to care about what she had been doing. She was just about to slip away unnoticed when Homura's voice, dripping with worry, rang in her head.

"_Tomoe-san! Kyouko is...!"_

Then, silence.


	5. Part I: Reaching for the Stars

Part I: AFTERMATH

Chapter 5: Reaching for the Stars

* * *

_Soft tints of green and purple rippled across a clear expanse like shallow waves. Infinite emptiness stretched in every direction as far as the eye could see. Homura was floating, lying prostrate as her hair gently swayed in some unseen breeze._

_"What is this?!"_

_Homura turned, only to find that a dull gray had washed over the world. The realization of the situation came rushing back to her. Her eyes widened and frantically darted around the barren expanse in the vain hope of catching sight of a certain pink-dressed girl. But only endless gray met her longing gaze._

_"You mean this is the end Madoka wished for?! Will she be erased like this too?!" __Homura demanded, her voice dripping with sorrow and incredulity. When only deafening silence met her fretful questions, she shook her head in painful regret and bitter indignation. __"Are you kidding me?!"_

_A flash of color entered Homura's vision, but she was too preoccupied with covering her face with her hands to stop the flow of tears. How could it end like this? This ending was too overwhelmingly sad to bear. Her voice cracked as she spoke._

_"This is worse than death!"_

_"That's not it, Homura..."_

_The distraught girl suddenly became aware of another presence behind her as she felt soft hands gently grab her by the shoulders. That familiar voice... could it be?!_

_Homura sharply turned and gasped as she saw Madoka's familiar smile right next to her face._

_"Now I can see everything in both the past and future," Madoka's soothing words filled the dark space as Homura lost herself in her warmth. "The worlds that might have existed, and the worlds that might come to exist. All of them."_

_"Madoka..." Homura trailed off, feeling a gentle calmness descend upon her heart._

_"So I understand everything." Madoka admitted with a warm smile. "How much you struggled in all those timelines just for my sake."_

_Homura gently closed her eyes as the painful memories came flowing back. Yet they now seemed so nostalgic with Madoka by her side. The pain had faded away, replaced by a strange, yet calm feeling of peace._

_"You cried so many times... You were hurt so many times... For my sake..."_

_Madoka hugged Homura in a warm and loving embrace. __It was as if all that Homura had been through and suffered was just a distant prelude to this point. Madoka's realization and appreciation of her hard work after all those times filled her with an indescribable happiness and tranquility, but was just as quickly replaced by an overwhelming emptiness and sorrow._

_"I'm sorry I didn't realize it all... I'm sorry..."_

_Homura couldn't hold it in any longer as she started to sob uncontrollably, lost in Madoka's loving embrace. After all they had been through, ever since that first promise as they lay dying in that far away world... All of this was coming to an end._

_"I had to change like this before I got to know the real you. To think I had such a great friend all this time." __Madoka smiled at Homura, her eyes glowing with gratitude and a longing happiness. __"I'm really happy. Thank you, Homura-chan. You were my best friend!"_

_"But you won't have any home to return to, and you can't see your loved ones anymore!" Homura objected, the despair of the situation bringing tears to her eyes again. "You'll be locked up in this place for eternity!"_

_Rather than give into despair however, Madoka simply brushed it off with a tender expression._

_"I'm not alone." She answered in longing optimism. "You're all with me forever. The way I am now, I'll always be everywhere. Even though you can't see or hear me, I'll always be with you, Homura-chan."_

_"Madoka... don't you care?!" Homura demanded, still unwilling to accept this ending. "That I'll forget you? That I won't ever feel you again?!"_

_But Madoka shook her head and smiled._

_"It's too early to give up. You came all the way here with me, so maybe you won't forget me when you return to our world."_

_And with that, Madoka reached behind her head and pulled her red hair ties loose as they unravelled from her flowing pink hair. Madoka then gently placed them in Homura's cupped hands, as if entrusting the world and everything else left behind to her._

_Homura looked up at Madoka's warm face, but was now at a loss for words._

_"It's okay. I'm sure it'll be fine." Madoka reassured her. "Believe in me."_

_"Madoka..." Homura breathed._

_"You know, Puella Magi fulfill hopes and dreams!" Madoka answered happily._

_And with that, Madoka released Homura's hands and began to drift backwards towards the shining light. Homura gasped and tried to reach out but by then, Madoka was already beyond her grasp._

_"I'm sure there will be a true miracle soon." Madoka smiled brightly. "There has to be."_

_"Madoka, don't go!" Homura called out in vain._

_"Sorry, but I have to meet everyone. I'm sure I'll meet you again too!" __Madoka's voice sounded faint as she began to fade away into the light._

_"Until then, wait just a little longer..."_

_And then, she was gone..._

The memory slowly faded as Homura was left standing on the same street corner she had been a couple nights ago; her eyes gently closed as she savored the last traces of that precious time. It had happened only a week ago, but in Homura's loneliness it had seemed like an eternity. As she remained in place, unwilling to drift back to the cold night of reality, the darkness, like the regrets in her mind, slowly crept across the desolate city streets.

And once again, the dark curtain of night fell across Mitakihara City.

It was almost sickening to consider the cyclical nature of the past several days. Between waking up and sleeping, fighting demons and running, there was hardly any difference or respite. One event would inevitably lead to the next; the only thing that ever seemed to change was the growing distance between her, Mami, and Kyouko. But Homura knew she couldn't blame them; fighting mindlessly without a clear goal in sight would have driven anyone insane after a few days. And several days in, she was beginning to feel the burdens, both physically and emotionally. With each passing day, Homura felt more and more fatigued and emotionally drained. The three of them had been lucky enough to limit their confrontations with the wraiths, but it wouldn't last forever. Fighting an uphill battle would make her legs give out at some point. The only respite she had for the time being was that, being a Puella Magi, she couldn't feel pain or soreness.

Homura inhaled a breath of fresh air, feeling the cool burst of oxygen fill her body with energy. She relished the silence and solitude that the night offered. It reflected her nature, after all. She had to grapple with her emotions during the daytime as the glaring rays of sunlight threatened to expose her secrets. Secrets that she kept from Mami and Kyouko. Secrets that she couldn't even bear to think she was still keeping locked away in her heart. Only during the midnight hours could she finally feel free to roam about undisturbed.

But the shadows always threatened to tear apart the last, fragile hope she carried. Like always, the same haunting question kept nagging at her in the back of her mind.

_How much longer until even her memories of Madoka faded away?_

Homura shook her head. She didn't want to think about it. In an attempt to put her doubts to rest, she reached back and let her fingers trail through her long, silky hair until they encountered the red ribbon.

Homura thought back to the days when she struggled through her time loops. She had been faced with a similar despairing situation. With time was running out like it always had, the clock in the back of her mind kept on ticking towards the end. But this time around, she didn't have the luxury of choosing her path. Not to mention this loop was final. There was no going back.

So in perspective, it all seemed so petty. Her situation. Her lingering doubts in her ability to protect the city. Her fight with Kyouko. Many times, she felt frustrated with the responsibilities of having companions; a responsibility she never asked for but knew was best for all of them. After all, just a short while ago she had once been a timid, lonely girl afraid of the outside world. Even now, the world still seemed daunting to her. She could lose herself staring into the vast open sky, feeling no more significant than all the faces she saw passing by everyday. But with the strength Madoka's wish had given her, she had cast aside all of her selfish wants and desires to finish this final task.

In the end, Homura wanted to tell Mami and Kyouko that it all be okay. She desperately wanted to protect them from the pain she had to bear. But she was filled with overwhelming sadness at times when she knew in her heart that she couldn't. So in the end, she simply refrained from talking and turned her head as she looked the other way. Words always seemed to escape her in the most crucial times.

So this time around, Homura had played a lesser role and let things run their course. Once she had lost her ability to manipulate time, she knew that she alone was not capable of controlling how events played out. Or perhaps she had long since realized how futile her efforts were, one failed loop at a time. Homura had lost her confidence, but now, could she really trust her heart? After all the despair and bad endings she had to deal with, would this one really lead to a happy one? A world without demons?

Or on the contrary, was she simply finding herself at peace living a life without Madoka? Time and time again, the feelings of regret crept up, whispering doubts that all of her previous work had been all for naught. Like Fade had once asked, was she really content with this ending after all?

Of course not.

But she would keep on fighting to preserve the world Madoka fought to defend. At the very least, she would see her wish through.

Homura slowly opened her eyes and looked up, her facial expression mirroring the dark, overcast clouds blanketing the sky. A gloomy, lifeless fog drifted through the city. Rows of steel edifices towered above her, stretching in all four directions from the intersection down the dark streets. The irregular blinking of a street light cast an oblong shadow across the empty sidewalk.

Of course she hadn't forgotten Madoka. She never would. But now, in the midst of the chaos that had happened, that time seemed so long ago.

_Until then, wait just a little longer..._

The memories of Madoka's voice had barely ceased to echo in Homura's head when she heard a slight rustling behind her. Turning around, she saw Fade slowly approach her as he walked in the middle of the barren street. When he was several feet away, he stopped and spoke in a low, solemn voice.

"I believe you know why I am here."

Homura frowned and merely acknowledged his presence with a cold stare. Of course she knew, but his arrival did little to alleviate her mood. "I expected you would show up."

Fade allowed a small smirk to spread across his face. "I expected you would." He shook his head, as if in incredulity. "You're as hard to read as always."

Deciding against contemplating whether that was a complement or an insult, the stoic girl turned, keeping her eyes fixed to the stormy sky. Faint drops of rain had started to fall from ominous clouds, as if time had just picked up from a couple days ago. "I prefer it that way."

"Considering the grave situation we are in, you appear rather calm." Fade observed, keeping his face downcast to avoid the weather. "Is there something on your mind?"

His question prompted Homura to examine her counterpart from the corner of her eyes for the slightest trace of understanding. She wouldn't be surprised if he knew; after all that had happened, nothing surprised her at this point. Fade had already mentioned he knew about Madoka, after all. But in the end, Homura liked to assume that her past was still a mystery to everyone else. It would save her the trouble of explaining things she was reluctant to discuss. "Nothing you should be concerned about." She finally answered coldly, keeping her thoughts hidden behind the stoic mask she always wore.

"I suppose. After all, I don't completely understand you Puella Magi." DAWN's leader made a motion with one hand towards the center of the city. His cloak fluttered as he did so. "That aside, I understand the current situation. I've already sent Kaito to assess the number of demons."

A bothered look crossed Homura's face. "I didn't ask for your help."

"No, you didn't." Fade agreed, keeping his tone level, yet sharp. His mouth was set in a contemplative frown. "But you need it regardless. I'm not particularly thrilled about this either, but it is in DAWN's best interest as well."

Homura's suspicion flared. There it was again. Although Fade was coy enough to keep from revealing his true motives, he explained just enough to conveniently justify his actions. Slowly, bit by bit, DAWN was playing a larger and larger role in this city. Homura couldn't help but wonder if it was simply due to her limited involvement this time around. "You've been nothing but trouble ever since you've arrived." Homura flatly pointed out, carefully picking her words. "Even though we may have agreed on a temporary alliance, I'm sure you are well aware of my suspicion and distrust regarding you and your companions."

"A suspicion that I believe is misplaced." Fade admitted, grimacing slightly. "But yes, you have made that painfully clear."

"Then stay out of this tonight." Homura stated as firmly as she could. "I would prefer not to be indebted to you."

"Believe me, if I had the choice I would." Fade answered just as openly. "But the fact remains that we need each other. And I don't believe this is a fight you can win."

Homura gave him a look that seemed to suggest he was underestimating her. "I don't plan on fighting any demons."

Fade shook his head in disbelief. "You know that's not something you can avoid at this point." He made a sweeping motion with his hand, gesturing at the quiet road. "It may seem quiet on the outskirts of this city." Then, he nodded towards the center of Mitakihara City. Skyscrapers towered in the distance as the dark miasma surrounding them acted as an ominous aura. "But in there, I'm sure it's a different story."

Homura turned, regarding the city with observant eyes as if calculating her odds. But she didn't have to think long before realizing that they were against her. She had spent every moment of every day of what seemed like forever analyzing and reanalyzing her situation and possible outcomes, and had already come to the conclusion that the vast majority of them led to despair. But then again, when had they ever not? "Even so, I don't have a choice." Homura observed almost resignedly. "There's no use complaining."

Fade let out a sigh that sounded patronizing. "Does Sakura-san really mean that much to you?"

Homura thought back. For some reason, all she could remember in her memories with Kyouko was an overwhelming frustration. They were both Puella Magi coexisting in this city; although Kyouko wouldn't remember, they had attempted to work together multiple times in the past to defeat Walpurgisnacht. But the similarities stopped short after that; for one reason or another, their alliances had never worked out. And the fundamental answer behind that was painfully obvious; they didn't understand each other. They probably never would. While Homura had spent what seemed like her whole life chasing faraway dreams and protecting what little remained, Kyouko was always stuck in the past. While Homura had spent so long trying to reach out in her own way, Kyouko had turned a cold shoulder. And then there was the guilt Homura carried around like a dead weight. The guilt Homura felt for not being able to save Madoka. The guilt Homura suffered for not being able to save anyone. The guilt Homura had to deal with every time she saw the downtrodden looks in Mami's and Kyouko's eyes as they suffered in their own ways in this cruel world. Of course she wished there could be a happy ending; that timid girl deep down inside of her desperately wanted an ending with everyone smiling together. But then there was always that final guilt; she hadn't done everything in her power to grant that wish. In her desperate tunnel-like vision to protect Madoka, she had blotted out everyone else as they all fell to despair. Now, she was atoning for that.

Homura held out one hand, looking down at it as she allowed the cold raindrops to fill her empty palm. It had taken her too long - and the death of Madoka - to realize she had been fighting for all the wrong things. She was filled with a profound sense of disappointment. So now, perhaps she was doing all this to relieve her guilt and the regrets of her past. And in a way, that made her feel even more guilty. But it didn't change a single thing. Now, in this dark and lonely world, she wouldn't trade the responsibility of protecting her companions for anything.

"Something like that." Homura finally remarked with an air of finality, letting her hands fall to her sides. She knew what it was like to regret a missed opportunity. And at this point, there was no going back.

"If that's so, then I won't stop you." Fade folded his arms, as if reading her thoughts and mocking the naivety of her conclusion. "But you seem rather confident about your abilities. I'm surprised at how much you've changed throughout your time loops."

"That reminds me," Homura turned sharply, her eyebrows arched in familiar suspicion. "You never explained how you came across that knowledge."

Fade shrugged, immediately sealing his lips as if he had said more than he had intended to. "That's a question for another day. When the time comes, perhaps I'll answer."

Homura gave him a cold, studying look that seemed to penetrate the thin hood covering his eyes. "I look forward to it." She stated evenly, making no effort to pursue the matter though the intensity of her focused attention seemed to suggest otherwise.

Fade smirked, as if sensing her rising impatience. "If it helps, I apologize for how I may have came off at first. It was never my intention to offend you. I may not look the part, but just like you, I am under a lot of pressure to accomplish near impossible goals."

He looked up towards the night sky. The stars had been veiled by the thick, gray clouds, though the moon continued to shine as a silver beacon linking to a far away place. In the moment, Homura thought that Fade looked like someone else. She wondered if he spent his time reminiscing of better days, wondering how things had come to the way they were now. If she could see his eyes, they would be filled with longing and regret.

"If only you knew my situation, perhaps you would be able to sympathize with my actions." Fade shook his head, as if in disappointment. Then, he reverted his attention to her as his thoughts seemed to come back down to earth. "But that is not how events played out, so I suppose there is no use talking about distant possibilities."

Of course Homura had once considered that. But she just as quickly disregarded it; it wouldn't help to put herself in Fade's shoes and humanize him or the rest of DAWN. There was no point in comparing their ideals and motives. The ambiguous line between right and wrong continued to haunt her thoughts. More likely than not, Fade was conjuring up another convenient excuse to confuse her feelings.

Brushing that aside, Homura came to another realization. "You knew this would happen, didn't you?" She guessed, forcing the situation back onto DAWN's leader. She had always been suspicious of how much the current situation had always benefitted DAWN and their motives; this was the only answer that made sense. "Or rather, you knew events would play out this way. You just waited for the right time when we were on the brink of despair so we would be forced to accept your help."

When Fade remained silent, Homura knew she had hit the mark. But it was a short-lived feeling of victory as Homura inwardly reprimanded herself for falling prey to such an obvious ploy. Then again, she realized she had no choice either way.

"I had always known that you were a quick thinker beforehand, but it appears I have grievously underestimated your intelligence and tenacity." Fade answered, as if disappointed in his shortcomings.

Homura was quick to agree. "I've spent countless weeks analyzing human behavior and how individuals react in certain situations where one bad judgement or one missed opportunity would immediately lead to death." She turned with a defiant glint shining in her eyes. "After all those times, I would be ashamed of myself if I couldn't see through someone's intentions, you included."

Homura wasn't being arrogant or boastful; she was simply telling the truth. And for what it was worth, it would at least make Fade and DAWN think twice about their next move.

But Fade shook his head, dispelling her claim. "I agree that you are adapt at reading people. But I do not believe you know anything about me nor my intentions. As you are well aware of, first impressions mean nothing."

"Your actions speak for themselves." Homura remarked, refusing to doubt herself. "I don't need to know anything else."

Fade sighed and shrugged. "I won't force you to. But was there not a time when you were misunderstood as well?"

"That was in the past." Homura stated firmly, reluctant to bring it up. "I made a decision and lived with it. What's done is done."

Fade held out his hands. "You're right; we can't take back the past. But we live in the present, so we always have the choice to choose our own destiny. Remember that Akemi-san, if nothing else."

Homura blinked. "What are you getting at?"

Fade gestured around him at the dark, lifeless landscape in a condescending manner. "Someone of your abilities shouldn't be tied to this city. I still don't understand why you put this unnecessary burden upon yourself. You could be doing something so much greater."

But his words hardly registered through Homura's own determination, much less inspire motivation to a greater calling. "I'm not interested." She asserted flatly. "And what I choose to do is none of your business."

"I already know your reason." Fade pressed forward with an air of urgency, almost in desperation. "You made a promise to Kaname-san, did you not? That you would look after this city for her sake?"

"That-"

"Do you honestly believe that's what she would have wished for you, Akemi-san?"

Homura shot him another cold glare. As if he knew anything about what Madoka would have wanted. "That's none of-"

"Of course not." Fade's solemn words hung heavily over Homura. "Then why don't you put that same effort into bringing her back? Is that not what your heart truly desires?"

So he knew after all. Then again, she already knew he did. But as he put it into words again, Homura felt like her heart and her special connection with Madoka had been violated by an unwanted intruder. Stone-faced, Homura suppressed her emotions and turned, stalking away. "Putting aside how you came to know all of this, you should save your breath. I don't need a second conscious."

And as she walked away, for the briefest of a second Fade clenched his teeth. Darkness spread across his face. Then it was gone as he reverted back to his usual complacent demeanor and started after Homura in the fleeting shape of her shadow.

* * *

Darkness.

Infinite darkness.

The gloomy and dark atmosphere that presided over Mitakihara City was so thick, Mami almost felt she was choking on it. The wind was picking up as she ran through the maze of the desolate city streets. The hollow thud of her footsteps sounded in sync to the nervous beating of her heart. Then, materializing out of the dark fog up ahead, Homura strode towards Mami with an air of determination.

"Akemi-!"

"We don't have time." Homura reached Mami and grabbed her by the shoulders; a hint of desperation and concern bleeding through her otherwise controlled tone. "Kyouko's in danger."

"What happened?" Mami demanded to know. Considering how aloof Homura normally acted, it was exceedingly rare for her to be this anxious. Searching for answers, Mami looked over Homura's shoulder and recognized Fade standing a ways off.

Noticing the look of worry spreading over Mami's face, he shook his head solemnly.

"The energy fluctuations from the wraiths tonight are exponentially stronger than ever before. I thought we were prepared to deal with these demons, but this goes beyond my expectations." Fade admitted, though Mami had already deduced as much from his tone. His unusually soft and hesitant voice indicated that he too was apprehensive about the situation. "I have a bad feeling about this."

"Kyouko wasn't at home." Homura answered before Mami could ask. "I fear she may have wandered off into the miasma."

Mami nodded and drew in a short, shaky gasp. She had expected the worst, and it had happened. Even Fade was acting more cautious than his usual demeanor would have allowed, though something in the back of Mami's mind made her wonder if it was for the same reasons she and Homura shared. "I-I understand. What do you plan to do?"

"As much as we would like to look for Sakura-san, the demon situation makes things rather complicated." Fade explained, weighing the options with that all-too-knowing attitude of his. "It would be unwise to dive in headfirst without properly assessing the situation."

"Tch.." Homura muttered irritably. "Even though I told her not to go off on her own..."

Mami, on her part, remained silent in thought as memories of Kyouko's troubled face lingered in her mind. She knew Kyouko had been fighting despair this whole time, and Mami began to wonder if she had been wrong to leave her alone. Could she have changed this outcome? As questions of doubt began to surface in her mind, guilt and regret began to pervade throughout her conscious.

"But the longer we wait, the more of a risk it puts on Kyouko. Your loyalties may lay elsewhere, but she's our precious companion." Mami countered. She turned to glance at Homura with a hopeful and determined look. "We'll go, won't we Akemi-san?"

Instead of answering immediately however, Homura averted her gaze downwards. There was a time when she would have agreed with Fade. The logical side of her brain was screaming at her of the very low possibilities of success the situation presented. Not to mention she couldn't rule out the possibility of a trap from DAWN. But since when had following logic and reason ever worked for her?

Homura finally nodded, much to Mami's satisfaction. "That goes without saying."

Fade shrugged, masking his true emotions behind an amused smirk. "I understand, and I wouldn't have expected any less from you two. Very well, since it's come to this, let us strike while the iron is hot and eliminate all the demons tonight. DAWN will assist you."

"We don't-" Mami started, but was stopped short as Homura placed a calm hand on her shoulder. Confused, Mami turned and met Homura's gaze as the latter closed her eyes and slowly shook her head.

"As much as I don't like it either, we don't have a choice." Homura admitted under her breath.

Something about the way Homura had said it so resignedly made it all the more convincing. Deciding against asking why, Mami held back her distaste and turned back to Fade.

"Fine." She said curtly, hoping she wouldn't come to regret it later. As a Puella Magi, she knew how fragile and deceiving alliances could be. But at the same time, she brushed off the irony of her unofficial pact with Homura and Kyouko entailed.

Not that the latter truly recognized it anyways. Which, as Mami returned to the current situation in full circle, had started all this now that she thought about it.

Fade, on his part, had already started down the sidewalk as if eager to continue moving events along. "I thought you would understand." He responded with a nonchalant wave of his hand. Then, he suddenly stopped and raised his voice slightly. "That goes for you too."

Both Homura and Mami looked to see who he was addressing as Shiro silently stalked out from behind a nearby alleyway. Rather than look disappointed at his being found out however, he folded his arms and smirked as if it fell within the realm of his expectations.

"Your orders?" Shiro asked, though his taunting tone suggested he wouldn't have cared to hear an answer anyways. For a second, Mami wondered if this was how he addressed everyone; his demeanor hinting at his complete lack of respect for those around him. She was surprised when Fade didn't seem irritated by it either. Perhaps they had worked together long enough to build up an immunity to the other's attitudes.

But it seemed like they still had their differences as Fade eyed Shiro suspiciously.

"Mind telling me where you've been?" Fade asked, a trace of acerbity underlaying his otherwise innocent question.

Shiro smiled reassuringly, purposely oblivious to his leader's impatience. "Nowhere." He responded lightly, though Mami thought she caught a dangerous glint in his bright blue eyes. There was obviously more to him than his surface personality suggested.

"Is that so?" Fade gave him one more stern look before reluctantly disregarding the issue. "If you say so."

"Unlike Kaito, you barely give me anything to do." Shiro commented, sneering. "It's no fun, you know?"

"I could arrange for a change." Fade suggested, his tone growing more and more solemn. "But I would prefer not to at this point."

"Could it be that you're still uncomfortable leaving things to me?" Shiro let loose a dry laugh, as if inviting immediate retaliation. "It's true we had our differences in the past, but-"

"That's enough." Fade said darkly.

"-I hope you're still not blaming me for what happened, because if Kaito hadn't-"

_"I said that's enough." _Fade repeated himself, his mouth etched in a dark frown. If looks could kill, Shiro would have been vaporized. Only his seemingly indestructible sneer would have been left behind, in a sort of twisted "Chesire Cat" parody. "I never once said I blamed you, so don't bring it up."

"Alright, alright, I gotcha." Shiro held up his hands in mock innocence and laughed again.

Ignoring the smug look on his companion's face, Fade turned back to Homura and Mami, one hand pinching the bridge of his nose as if a headache had set in. His hand moved with such familiarity as if it was accustomed to that motion by countless repetitions.

"It's best if Akemi-san searches for Sakura-san from above." Fade suggested; a conclusion he presented in such a way as if it had already been given consensus.

Which, of course, Homura was quick to disagree with. "I would rather not leave Tomoe-san alone-"

"I agree." Mami jumped on the opportunity to second the motion, much to her companion's surprise.

"Are you sure about this?" Homura asked, a sense of trepidation pervading through her mind. Splitting up in this situation would only invite danger. From the corner of her eyes, she could swear she saw Shiro's sneer grow just a little more malicious.

But Mami nodded calmly in the way only a truly brave individual could. While Homura felt almost powerless in the most crucial of moments after all her failed attempts to save Madoka, Mami seemed to act more and more like the senpai she was."You're the only one that can reach her quickly."

"Even so-"

"Kyouko needs you right now, Akemi-san. More than I do." Mami said with such a profound solemnity, as if entrusting her and Kyouko's fate to Homura, that Homura was at a loss of words to respond. "Neither of us know what she's going through; it must be extremely tough. And I wish I could be there for her, but I can't. So you'll have to go in my stead."

And from the desperate look in her eyes, Homura understood.

"I apologize for leaving you to them." She confided to Mami in a low voice, though given the magnitude of the situation, it hardly seemed like a satisfactory apology.

But Mami shook her head and offered a wan smile. A smile that seemed so heart-achingly familiar. "Don't worry about it. Bring her back, Akemi-san."

Brushing away nostalgic memories of a distant promise, Homura nodded with grave solemnity and turned to face a blank-faced Fade.

"We'll talk later." She asserted flatly.

Fade folded his arms, again as if ridiculing the naivety of her actions. "Do you really think you can save her?" He questioned with withheld amusement and interest.

Homura's eyes shone with determination, devoid of guilt. "I _will _bring her back." She answered.

Rather than point out all the ways she was destined to fail however, Fade simply smirked. "When this is over, don't forget your part of the deal." He said with such a strangely convincing tone as though he somehow knew that if it was Homura, she could pull it off. As if his previous skepticism was merely just a test to determine Homura's tenacity and willingness.

But Homura didn't bother to answer as she spread her wings and took off in a blast of cold wind. Her brilliant white wings glittered in the night sky before fading away into the distance.

"Well then," Fade turned back to the situation just as quickly as Homura had left. "I suppose it's our turn."

"I wouldn't try anything if I were you." Mami warned, tensing as she sensed the atmosphere around her changing. She smoothed the edges of her skirt, which had been wrinkled by Homura's departure. "I don't-"

"I know." Fade nodded almost resignedly. "You don't trust us. That appears to be the general consensus here." Then he turned and started to advance towards the depths of the city. "But as they say, actions speak louder than words."

"Where are we going?" Mami couldn't help but ask, though she had an anxious inkling.

"To Sakura-san." Fade answered with a sharp wave of his hand. "Akemi-san stands no chance alone."

"Saying something like that..." Mami shook her head in disbelief, deeply perturbed. "How can you be so sure?"

Fade stopped and turned to answer. "We've fought these wraiths much longer than any of you Puella Magi have. We know what they're capable of. I'm sure even Akemi-san knows that the odds are stacked against her. So it appears that we will have to fight our way to her and Sakura-san and hope they survive in the meantime."

A satisfied look crossed Shiro's otherwise bored face. "Sounds fun." He commented as he reached into the back of his lavender jacket and whipped out a sinister-looking gun. He hefted it with both hands as the dim moonlight glinted off the cold metal.

"And what will you do?" Fade asked a stone-faced Mami.

In response, Mami narrowed her eyes. "Do you need to ask? As the most experienced fighter among my companions, I'll fight my way to them if either of them are in danger. It just so happens that we happen to be working towards the same objective."

Fade smirked, as if he had expected such an answer all along. "Have it your way."

The three of them strode down the desolate streets. A steady drizzle of rain showered from the bleak clouds above. It was with great reluctance that Mami followed close behind. Obviously she didn't want to work with DAWN. They betrayed her and her companions, after all. But for Kyouko's sake, she had to suppress her unwillingness and work alongside them for the time being. It was only a matter of time and a few blocks later, however, that her fears were confirmed.

"Tomoe Mami." A faint voice drifted through the empty streets. Mami whirled around in surprise, only to find Kyubey sitting patiently on the lid of a trash can at the mouth of an alleyway. She stopped and tentatively walked towards the white creature.

"Kyubey..." She opened her mouth in surprise to ask why he wasn't dead. Then she remembered that Homura had mentioned something about the regenerative properties of incubators. How convenient. "What are you doing here?"

"I could ask you the same." Kyubey answered, tilting his head to the side innocently. "Why are you allying with them?" He asked, shifting his gaze to the fleeting figures of DAWN as they disappeared around the next corner. "They will bring nothing but trouble if you Puella Magi associate with them any longer."

"I know." Mami answered hastily. "I already know the truth. But Kyouko's in danger, and they offer the chance to finish off all the demons."

Kyubey shook his head in confusion. "I do not understand why you would go so far to save another Puella Magi. I believe this city was originally your territory, Tomoe Mami. Are you fine with letting Sakura Kyouko intrude?"

But Mami was quick to dispel any misunderstandings. "She's not intruding. She's..." Mami averted her gaze upwards, a longing look clouding her eyes. "One of my only friends..." She turned her gaze back to Kyubey. "That's why no matter what she does or how she acts, I'll continue to be there for her. The same goes for Akemi-san."

Kyubey made a sound as if he was letting out a sigh. "Very well. While I am not completely assured that having Puella Magi working together will work out, at least it would prove to be safer and more efficient in the elimination of the wraiths."

Then, he turned fixed a steely gaze on Mami. "But I have warned you. Do not continue to associate with DAWN any longer nor listen to their lies. They are simply appealing to your emotions to complete their dark agenda. I have already persuaded Akemi Homura and Sakura Kyouko to not go along with them."

"I'm not naive." Mami asserted, as if attempting to justify her actions. "I know there's something menacing about them. Do you know something we don't?"

Kyubey's voice dropped to a whisper. "News travels fast among us incubators. I have heard stories of a radical group leaving cities in ashes and dust. A trail of darkness follows them. Several cities have been reduced to nothing this way; their very existence forgotten from this world. I fear that if we do not stop them, Mitakihara City will fall to the same fate."

"Why are they doing this?" Mami demanded, her voice dripping with curiosity and expectation. "Did you happen to learn that?"

Kyubey nodded. "This is only a theory of mine to be exact, but they wish to-"

_"That'll be enough."_

Mami's heart almost shot through her chest. Turning, she noticed Fade firmly standing behind her. His arms were crossed, and he was frowning.

Searching for an explanation, Mami held out her hands. "I was just-"

_"Leave." _His voice dripped with pure darkness.

"But-"

"It's useless trying to reason with him when he gets like that," Shiro explained with a crooked smirk as Mami made her way back to the main road.

And as Mami started to leave her unanswered questions behind, from the corner of her eyes she saw Fade's back slowly close in on Kyubey. A rather unenviable position.

Once everyone else had left, Fade towered over Kyubey; his mouth fixed in a menacing frown.

"Fade." Kyubey was the first to break the uncomfortable silence. "Or should I say-"

_"How much do you know?"_

"Not the whole story." Kyubey admitted. "But enough to infer the rest."

Fade drew in a controlled breath. A few long seconds passed before his logic and reason took control again. "Just what is your goal, incubator?"

"To maintain the balance of the universe." Kyubey answered in such a tone that suggested it had always been blatantly obvious. "What you are trying to do will disrupt the balance of this world's entropy. The energy of this world is slowly diminishing, so it is vital to protect what little is left."

A dangerous smirk spread over Fade's face. "Oh, is that what you think? Then why do you use these Puella Magi?"

"Puella Magi are souls that can counter this trend." Kyubey blankly replied as if he was simply listing the medicinal properties of a newly discovered cure. "If you continue to disrupt entropy, I will do what it takes to stop that, even if it means crushing their dreams and turning them against you."

"You would do all this, including portraying yourself as the bad guy?" Fade was momentarily taken aback, surprised by the incubator's willpower.

"I will take whatever means necessary for the good of this world."

"Good of this world?" Fade's lips twitched in an smirk that was dripping with venom. The irony of the similarity of his and Kyubey's agendas struck him as amusing, but he just as quickly found it inconceivably annoying and utter blasphemy. _"You have no idea."_

Kyubey tilted his head, giving the cloaked leader a blank stare filled with childish innocence and curiosity. "What do you mean?"

"You're fighting for all the wrong things." Fade spread his hands out. "_All wrong._ The same goes for the Puella Magi."

But Kyubey had other ideas. "The only purpose of the Puella Magi serve is to gather energy for the good of this world. If they cannot fulfill that purpose, they are of no use." Then he focused his attention and gave Fade a warning look, though it barely showed through his usual vapid countenance. "If you and DAWN continue in your ways, the incubators will thwart your misdeeds."

Fade raised a threatening hand ominously over Kyubey as it blotted out all the moonlight. Dark energy flowed from his hand, enveloping the alleyway in total darkness. The last thing Kyubey heard was his warning: "We shall soon see who is right, _incubator._"

When Fade stepped back onto the street, he turned to Shiro and Mami with his usual blank expression. As far as he was concerned, nothing had happened. Mami would be wise to forget what she had just learned. "Let's not delay any longer."

Mami silently nodded and decided not to pursue the matter any further. The situation was becoming more and more dangerous and beyond her control, and she felt it would be best to simply go along with things. Only now did she fully understand and appreciate the reason for Homura's concern.

And so they continued deeper into the city past lonely sidewalks and empty streets. Rows of unoccupied stores surrounded them on both sides like walls of an abyss. The only thing that reminded Mami that this city was still home to people was the constant glow of the traffic lights, dutifully switching signals to imaginary cars. Beyond that, the suffocating aura of miasma was getting darker and darker with each step the three of them took.

"Wait." Fade held up a hand and they stopped. "Look." He pointed as Mami's gaze followed.

Up ahead in an abandoned gravel lot, hidden from the road by a brick wall and a cluster of pine trees, a mass of people congregated in eerie silence. A surprisingly organized wall of backs shut out any hope for a better view to the casual observer. They weren't moving.

"What's going on?" Mami craned her neck for a better look. It was her first time seeing someone out and about this late, much less a whole group of what looked more and more like fifty. It was natural to be curious, though it wasn't long before her curiosity was replaced by apprehension.

"To see so many people at this time..." Fade shook his head in caution. "Something is wrong."

Then, they saw it. Near the center sat a large bucket of a strange, bluish substance. As the group started to slowly close in and the first person touched it, it sloshed menacingly within the large container. And without anyone having to say anything, Mami instantly knew what the situation was.

"What are they doing?! They're going to kill themselves!" She exclaimed, the grim realization spreading through her body as her heart started to sink. She hadn't experienced something like this before, but she had heard rumors from other Puella Magi when the witches along with the despair they brought had used to roam about. A mass suicide was taking place. Mami had already known the demons had caused suicide rates in Mitakihara City to rise, but something of this grim organization and magnitude was unbearably sickening and hard to watch.

"Look at them." Fade drew his companion's attention towards the sea dull faces. "They've fallen into despair by the demons."

Then, he pointed towards the far corner where a couple of wraiths silently stood like white-cloaked overseers. Mami's suspicions were confirmed. A sense of indignation at the horrendous actions of these creatures washed over her.

"This city really has hit rock bottom, hasn't it?" Fade casually observed as he turned and started to walk. "Well, being near the center of the city does mean more interaction with more people I suppose."

Wrapped up in her drive to punish evil, Mami started forward, but looked back when she realized no one was following her. "Aren't we going to do anything?" She demanded.

"About what?" Fade asked, turning to look at the mob as if noticing them for the first time. "Them?"

"They'll die!" Mami insisted.

Fade gave a blank look. "Your point?"

Mami looked away in disgust. Not that she had expected DAWN to do anything, but their complete apathy sickened her.

"This isn't our problem." Fade said as he started off in the other direction. "We can't afford to lose any more time, and we can always come back. Keep moving."

But Mami remained in place. Seething with indignation but at a loss of what to do about it, she thought back to her early days as a Puella Magi. She had never asked to be a magical girl; the responsibilities had been thrust upon her without her say. But even so, she took pride in the fact that she was fighting for a greater cause than she could have ever imagined. Saving humanity from the despair of witches was a truly noble act that made her feel alive once again. At least, she once thought so. She had been naive; all of them, Homura and Kyouko included, had all once been so naive. But was that wrong? Even if they didn't understand the full scope of their purpose and the magnitude of their actions, didn't they at least once fight for something worth fighting for? What had happened since then? Where had they lost it?

Mami turned to the emotionless crowd before her. As they slowly closed in on certain death, she was filled with a strange wave of confidence and courage in the face of despair. "I know what happened to you at Mitakihara Hospital." She told a stunned Fade before nodding towards the crowd. "Help me save them or I'll tell Akemi-san."

It was such a blatant bluff that came out of nowhere. Once her initial passion had faded away, her heart began to throb faster as the realization of what she had just done set in.

Shiro opened his mouth in disbelief and gave her a look like she had stolen his trump card, before it quickly melted into a smirk. "You..." He shook his head in awe.

Would Fade call her bluff? Or would Shiro speak up? But Shiro remained silent, craning his neck as if he too was interested to see what his superior's reaction would be.

Fade, overcoming his initial state of shock, gritted his teeth. "First it's Akemi-san, then that incubator. Now it's you. It seems that I can't catch a break here."

If that comment was intended to generate sympathy, it certainly didn't work. Mami remained set on her position. "Well?" She prodded.

Fade shook his head in exaggerated reluctance and gave in. "Very well. I'll see what I can do." He pointed at the crowd. "You lead them away. Shiro and I will deal with the wraiths."

Swelling with a sense of victory, Mami picked up a stone and threw it at a nearby lamp post. The rock bounced off with a sharp clang. Almost immediately like a wave, the faces turned towards Mami. A collective moan went up from the group as they all lurched towards the intruders like zombies. Darkness spread from Fade's hands and materialized into a long, pointed beam that shot through the wraith standing in the far corner. It collapsed without a sound. Nearby, the other wraith met a similar fate under a salvo of bullets from Shiro's silenced gun.

Once the wraiths had been dealt with, the group of people stopped what they were doing and collectively sank to the ground in a pile of bodies.

"Are they-?" Mami started, apprehension tugging at the back of her mind.

Fade approached the nearest one and prodded it unceremoniously with the tip of his shoe. "Unconscious, I would suspect."

Mami inwardly breathed a sigh of relief as Fade stooped down to pick up a couple of black cubes. They materialized into darkness and were absorbed in his palm.

"Now that's done with-" Fade started before he turned in surprise, noticing Mami start towards the center of the pile of people. "Where are you-?"

But by then, Mami had reached the center. She kicked over the bucket as the blue substance spilled onto the gravel, slipping through the cracks and never to be seen again.

"Watch-!" Was all time Fade had to say before something incredible and horrific happened.

Right before her eyes, Mami witnessed a disturbing sight. One of the blank-faced individuals lying on the ground suddenly started to convulse.

"What's wrong?" Mami started to walk over to check what was going on until suddenly, the person transformed into a wraith with an ear-piercing shriek. It burst from the ground and lunged towards Mami with frightening speed.

Mami didn't have time to react until a burst of electricity sizzled through the demon as it howled and faded away into nothingness. Fade, having dispatched the newly born demon, simply looked away in concealed relief as he let his hands drop to his sides and cursed under his breath. His wary eyes surveyed the rest of the group before he was satisfied the situation was safe for the moment.

Mami was stunned. Completely in shock and at a loss of how to take in what had just occurred. "Wha-" She couldn't get the words out.

Fade looked down at the black cube on the ground in resentment. "Now do you understand? The demons create and feed off of the despair of humans. Humans are fragile creatures; once there is an opening in their heart, they crumble away. That is why you are naive to think your antics will benefit them."

Mami could only nod silently.

"Did you ever wonder how they spawn?" Fade pointed towards the empty patch of ground where the person had once being lying harmlessly a few seconds ago. "Now you know. Once a host is emotionally weak, their negative emotions will give birth to a wraith."

Fade, seemingly forgetting Mami's statement earlier about Mitakihara Hospital in the heat of the moment, started to walk away. "That includes you Puella Magi. That is why it is imperative that we go to Sakura-san now."

"Does that include you? Can you and DAWN fall into despair?" The question was out before Mami could stop herself.

Fade turned back. If Mami could see his eyes, they would be giving her a strange look. "Yeah." He finally said, no hint of evasion evident in his words.

"Yeah, we can."

* * *

Homura glided through the darkness of the miasma, her eyes fixed to the ground. Above her, the overcast clouds lengthened across the stormy skies and the rain had grown to a steady drizzle; drenching the city in a cold shower. A howling wind that seemed to rise from the darkness violently tugged at her wings and knocked her off course, as if taunting her that her efforts were futile. But Homura simply braced herself and ventured deeper into the unknown.

Her efforts were rewarded when she saw a figure on a nearby roof. Swooping down to escape the stormy weather, Homura landed nearby. As her feet made contact with the rough surface, Homura took a few uneasy steps to keep her balance. She glanced up, her keen eyes discerning Kyouko haphazardly sitting on a metal beam that protruded from the top of the building. Kyouko, on her part, was aimlessly chewing a stick of pocky, keeping her fixed casual posture in spite of the brewing storm.

Hearing Homura's wary footsteps, Kyouko turned, the slightest inkling of recognition registering in her resentful eyes. Clenching her teeth, she snapped the snack in two with a sudden crack.

_"What the hell are you doing here?"_

"That's my line." Homura answered tactfully, unfazed by Kyouko's obvious display of resentment. A hint of indignation tugged at the back of Homura's mind as she felt that she hadn't done anything to deserve such a reaction. She initially stiffened, but wary of escalating the current situation, Homura decided against it as she let her posture relax ever so slightly. "What are you doing, Kyouko?"

"What are you talking about?" Kyouko's tone became more subdued when she realized Homura was making no effort to assert herself, yet still possessed a sharp edge. Scarlet hair whipped through the darkness as Kyouko turned back to gaze upon the city with narrowed eyes. "Since when were you in control of me?"

"You vanished without telling either of us, even though I warned you not to." Homura pointed out in a patronizing kind of way. "I-... We were worried about you."

"Oh, is that so?" Kyouko's blatantly apathetic tone made Homura subconsciously clench her teeth. She snorted dismissively. "Since when did you ever care about me?"

"I've told you countless times that if we want to survive in this city, we need to stick together." Homura firmly asserted, though it was said with more confidence than she felt she actually had. "Then we can save this city together, Kyouko."

Homura offered a hesitant hand, but Kyouko simply looked down at it like it was poison. Then, Kyouko let out a dry laugh. A few awkward moments passed as the sour sound echoed across the rooftop. Finally Kyouko turned with a dark expression clouding her face. "You still haven't given up on that dream?"

Homura glared back coldly, sensing that she wasn't getting anywhere. "No, I haven't."

Kyouko crossed her arms smugly. "Then I guess I'll take the trouble to tell you that DAWN was lying the whole time." She focused her attention on Homura, as if anticipating the normally stoic girl's reaction to her revelation.

But much to Kyouko's surprise, Homura kept an even face. "I already know that."

Kyouko grit her teeth as a strange feeling of betrayal pierced her heart. "Well, I could care less what happens." She finally said, averting her disappointed gaze. "Just don't include me with those pitiful ambitions of yours."

Homura clenched her teeth again, which had started to hurt by now. At least now she knew the reason for Kyouko's distress; Kyubey had probably found a way to break the news to her like he had to Homura. But there was still something different about the way Kyouko was acting. She had never acted optimistic about their situation, but she had never been this pessimistic and withdrawn either. "Didn't you say that this city was your territory?" Homura asked in the faint hope it would reignite something inside of Kyouko. "Weren't you were going to protect it?"

But rather than argue back, Kyouko scowled before her facial features softened slightly as she stared off longingly into the distance. And for the briefest of a second, Homura thought she caught a glimpse of Kyouko's true feelings before they were buried beneath a mask of apathy.

"That's what I thought too." Kyouko finally admitted, though she didn't face Homura as she directed her words towards the dark landscape. "But I was naive. This city, along with this world, is going to hell."

"No, it's not." Homura firmly stated. "Together, we can-"

"I thought told you to stop saying _together_!" Kyouko snapped, the echo off the metal rooftop enhancing her argument. "We're done here. There's nothing between us."

"What are you saying?" Homura demanded, biting back a malicious retort.

"We only stayed together out of necessity." Kyouko said with grave finality, with such a confident tone that made Homura herself believe it had been true all along. "I was stupid to think we could work together. I always have and always will work alone."

"How can you say that after all we've been through for you?" Homura demanded, brushing off her doubts. "Are you blind to how much Tomoe-san and I care-?"

Kyouko glared at Homura coldly. _"You've never, ever cared what I thought."_

Those words, layered with a truth Kyouko herself wasn't aware of, took the breath from Homura's mouth. She was right; Homura hadn't bothered to care when Sayaka or Kyouko fell away to despair. But things were different now. Homura desperately wanted Kyouko to know that she had changed. "I know what you're going through, Kyouko." Homura softly assured her.

Kyouko shook her head. "Like hell you do. Ever since Sayaka died, it's been so damn hard for me. Can't you see that?!"

And as she tilted her head up, letting the rain fall upon and trail down her wistful face, Homura felt her heart sink. Hanging precariously between Kyouko's fingers was her soul gem, which was rapidly darkening.

Homura opened her mouth to demand why Kyouko was letting herself fade away, but closed it as she knew better. Time and time again through her timelines, Homura had noticed Kyouko immediately falling to despair after Sayaka's death. Why would this instance be any different? Thankfully, the confusion DAWN had stirred up with their appearance had bought her some time. Homura had made it a point to protect this world and her companions; whether it was for Madoka's sake or simply to cover up her own feelings of guilt, she still didn't know. But time was running out. Soon enough, Kyouko would be the next to disappear.

"I'm... sorry." Those were the only words Homura could think of at the moment. Like she had always been aware of, words seemed to escape her in the most crucial of times.

Kyouko grit her teeth. This was perhaps the first, truly honest thing she had heard Homura say, but it didn't make her feel any better at all. "I don't need your pity.." She muttered darkly. She looked at Homura, who had averted her gaze downwards. Watching the normally calm and composed Homura stand in the falling rain so... pitifully... made Kyouko frustrated. Frustrated at Homura, and frustrated at the fact that she might be feeling sorry for someone like her.

"Why are you always like this?" Kyouko finally demanded, though her tone was softer than she had intended. She sounded so lost, like a child wandering around in a strange place. "Why can't you understand?"

But Homura remained silent. Like always, she couldn't think of an adequate response. Guilt hung over her head as she simply averted her gaze.

After a few moments of awkward silence, Kyouko finally realized that Homura wouldn't answer. Or couldn't, rather. "This isn't like you." Kyouko said, smiling as bitterly as the rain that ran across her lips. At this point, she knew she might as well be talking to herself, though she couldn't help but search for answers in spite of herself. "Say something, dammit..."

Then, Kyouko became aware of Homura muttering something under her breath.

"Got something to say?" Kyouko demanded, her ears perking up.

"Just this once." Homura stated firmly as she looked up, her expression set in raw honesty. Her words lacked their usual eloquence, but Kyouko more than understood. "You said you would trust me just this once. So give me this one chance."

Kyouko remembered her promise to Homura the night before. It had obviously been a lie to get out of the situation; she was sure Homura knew it as well. But now, with nowhere else to turn, that one, simple promise sounded so monumental.

Kyouko finally jumped down from her perch and walked over to the railing. She placed her hands on the cold, chrome-colored metal and gripped the railing as her knuckles whitened. A flag perched on the front face of the building directly opposite fluttered violently in the rising wind, as if reflecting her inner emotional turmoil.

"And what if I say no?" Kyouko asked, keeping her back turned as if to hide the expressions written across her face.

"You have every right to," Homura conceded. "But Tomoe-san and I need your help, Kyouko. Are you willing to leave us to the demons?"

She started towards Kyouko, but decided against it and let her arms drop to her sides. Homura still felt guilty about dragging Kyouko into what felt more and more like her own fight, but it would be for the best. Once the demons were gone, there would be plenty of time to sort everything else out. Then she could pick up the pieces after the storm.

Hopefully, she thought.

The only sound to be heard in that critical span of a few seconds was the sprinkling of the rain pattering against the ground, reminding both of them of the loneliness and empty space around them. As if to further emphasize, a mournful, howling wind blew across the rooftop as their skirts swayed in the breeze.

"Fine." Kyouko finally said, a shadow crossing her face. "Have it your way."

When Mami, Fade, and Shiro finally made their way to the rooftop after a short while thanks to Homura's telepathy, what they found was two lonely individuals each relishing the soft, ambient melody of the rain. So profound and meaningful was the situation any casual outsider would not have understood the full magnitude of its nostalgic sadness and importance. Mami started towards Kyouko, obvious relief written all over her face, but decided against it upon seeing a distant look on Kyouko's face that suggested she wished to be left alone. So instead, Mami made her way to Homura, who had found refuge from the weather in a small steel-walled alcove.

"I'm glad she's okay." Mami commented, relieved that they were all back together as she crouched next to a silent Homura. "She _is _okay, isn't she?" She corrected herself, chancing another look back at the distant girl.

Homura shrugged. It was the best answer she could offer. "We'll see." Was all she added.

Biting back her curiosity, Mami instead mentioned the human-turned-demon incident to a subdued Homura.

Of course, Homura didn't act surprised. "I considered that possibility." She responded when Mami had finished explaining. "It wouldn't have surprised me, and now that is a reality, I see no need to act any different."

"Doesn't that means killing these wraiths equates to killing humans?" Mami presented the point that had been since bothering her.

But Homura gave her a strange look, as if not fully comprehending her cause for concern. "It's no different than killing witches, which were previously magical girls like us." She explained with cold logic. A brief flitter of what could have been regret passed by her otherwise cold eyes, but it could have just as easily been a raindrop blown askew by the wind. Mami made no attempt to ask.

"I suppose that is true..." Mami answered, deciding against mentioning the fact that her memory from that time in her life was still hazy. Homura had been kind enough to try to explain what had taken place in this city. And whether Mami truly believed everything she had said or not was highly irrelevant given the current situation.

Meanwhile, Fade had walked to the center of the roof and planted his feet firmly on the slick metal surface. "Now that we're all here," Fade started, breaking the uneasy silence and ignoring the sullen looks. "It's time to put our plan into motion."

He glanced down at the streets. As of now, the familiarly white-cloaked wraiths were starting to crowd the ground below.

"So, how are we going to deal with the demons?" Shiro folded his arms expectantly.

"We-" Was all Fade had time to get out before the roof of the building they were all standing on suddenly shook violently. Before anyone had any time to react, the roof caved in and collapsed. The five of them, along with shards of steel, cement, and glass, all flew down into the dark abyss. A few, dazed seconds later, they hit the ground in a raucous melody of metal hitting metal as consciousness slipped away.

Mami was the first to open her eyes. After several seconds, though she herself wasn't quite sure how much time had passed, she quickly regained consciousness as natural instincts she had since honed as a Puella Magi took over. Mami tentatively moved her head to see where she was, expecting to feel pain before realizing that was impossible. As she sat up, taking care to favor her still injured shoulder, she realized they had all fallen down the several-story building. She looked up at the small triangle of light at the top, amidst the wreckage and debris piled everywhere else. How they hadn't died was a mystery.

A mystery that was solved within the next moment as Mami turned to see white wings spread underneath her. Homura had acted quickly and broken their fall with her wings. Nearby, Kyouko was also recovering in a relatively uninjured state thanks to Homura's quick thinking. However, Homura's wings were now ripped and shredded in some places. Mami didn't know much about Homura's powers - she had never thought to ask - but from a glance it was easy to tell they were now unusable.

"Akemi-san..." Mami pointed, still in a stupor from the fall as Homura looked. "Your wings..."

Homura shrugged it off as her wings retracted back into her body in a glimmering light. "It's a small sacrifice." She said. "They'll heal back in time."

It wasn't but a few milliseconds after Homura had said that when suddenly, a white hand materialized out of nowhere and swooped down towards her unprotected back.

"Watch-!" Mami quickly readied an array of rifles as Homura instinctively turned.

But their efforts and concern were for nothing as a dark ray of energy pierced the wraith. Stopped before reaching its victim, the demon howled and faded away. Mami let loose a sigh of relief, her heart still throbbing as adrenaline rapidly flowed throughout her body. That had been too close. All the demon attacks recently had been too close. Was this, as Fade as previously said, the true power of these creatures?

"Tch.." Nearby, Fade stood and leaned against a column as he surveyed the magnitude of the wreckage. His cloak was tattered in some places, but he seemed to be fine like the rest of them. His annoyance was evident; it was clear he hadn't expected to be interrupted like that.

"What the hell was that?" Kyouko demanded, having fully recovered as she jumped to her feet. She brushed aside a metal beam as it hit the ground with a resounding clang.

Fade warily peered out into the street through the shattered glass doors. "The demons, I would suspect."

"What are you saying? How can they do something like that?" Kyouko pointed at the hole that had been blasted through the center of the building, as if Fade hadn't seen it himself. Or fell through, for that matter.

"The more negative energy that accumulates in given area, the more power wraiths will possess." Fade explained, turning back to face the rest of the group. "It isn't unusual for them to concentrate their collective powers and turn it into pure energy. My powers are the same. And I've seen worse."

"What now?" Mami asked, keeping her eyes attuned to the swirling darkness as if a wraith could jump out at any moment. Adrenaline was still coursing through her veins, but she kept a calm face.

"We need Akemi-san's skylight activator." Fade said with such graveness as though it was the only way. Which, as Mami had since predicted and saw coming, seemed to be. "I believe that will give us the advantage we need to win this fight." He paused momentarily to glance at Homura's tattered wings. "I was planning to request Akemi-san to fly there as well, but now that her wings have been rendered useless, we will have to fight our way through."

Homura shook her head slowly, still slightly dazed from the sudden fall. "It's too dangerous to go to Tomoe-san's apartment on ground. We won't make it." She objected as she picked herself up from the rubble, joining Mami and Kyouko.

"I'll go." Shiro volunteered as he ducked out from under a steel beam, completing the original group with his presence. "I'm tired of having nothing to do."

Fade silenced him with a stern frown. "Don't be rash. From now on, we'll do everything together." He glanced back at Homura with an air of determination and finality. "Obtaining the skylight activator will give us the highest chance to defeat the demons. That is why we must go."

Homura frowned in thought. She couldn't let herself get caught in DAWN's pace. "There has to be a better way."

Fade shook his head, impatient to get this over with. "And how exactly do you expect to win otherwise? I can tell from the look on your face that you didn't know these demons could do what they just did. That inexperience and lack of knowledge about them could prove to be fatal."

"But this plan is too risky." Mami countered, taking Homura's side though she herself was indecisive about the matter. "There's no guarantee we will all make it."

Fade held out his hands. "As I've stated before, I _will _use whatever means necessary to achieve my goals."

"Even if it means lying to us?" Kyouko suddenly demanded out of nowhere, tired of hearing such a pointless argument. She had kept quiet all this time, but seeing and hearing Fade now had finally released her bottled-up emotions. To hell with what Homura and Mami wanted to do or protect; she wouldn't allowed herself to be used and trampled on any longer.

From the hurt and bitter look in Kyouko's eyes, Homura knew. She sighed, realizing there was nothing she could do. It was out now.

Fade, on his part, looked genuinely surprised. "What are you talking abou-?"

"I talked to Kyubey." Homura stated, taking over. "He told me everything."

A few, tense seconds passed by. In the silence that immediately followed, the sound of a pin dropping would have sounded deafening.

"Well, I figured he might." Fade slowly admitted, picking his words carefully. "I suppose it's out now. You're right, I don't have that power." Then, he looked at Homura. "But is that the only reason for your disbelief? I thought you would have known by now that words are a very fickle thing indeed. Why believe him rather than us?"

Homura firmly stood her ground. "I have good reason to believe him. He is an unbiased entity."

Fade shook his head. "That is where you are wrong, Akemi-san. If his kind didn't exist, you wouldn't have to face this trouble." A few moments of uncomfortable silence passed until he gave in and glanced away. "Well, I suppose there's nothing to be gained by staying here either way."

Then he started to walk out into the dark city, leaving a whirlwind of emotions behind.

"Where do you think you're going?!" Kyouko was up in a hurry, brandishing her spear at Fade's back as he stopped. Her eyes were blazing with a fury she had never felt before. "_How the hell can you just walk away_?!"

Fade didn't turn to look back, but his words rang loud and clear. "I've asked this before, but are you really content with this ending?"

Kyouko's eyes narrowed. The damn liar still had the nerve to talk. "What does it matter now?!" She spat scornfully.

"You aren't, are you?" Fade answered his own question, as if he knew things about Kyouko that she herself couldn't come to terms with. "Why are you giving up so easily then?"

"Giving up?!" She let loose a bitter laugh at Fade's accusation. The very idea of it was making her head spin. "How can you say that?! What am I supposed to believe in now?!"

"Hear me out, at least." Fade offered with infinite patience. "If your friends couldn't be brought back, then why would I go through all this trouble?"

"Hell if I know!" Kyouko snapped in annoyance. "You lied to trick us into doing something for you!"

"Would you really have returned the favor if I couldn't bring Miki-san or Kaname-san back?" Fade asked.

"I-" Kyouko's words caught in her throat as she realized he had a point. Disappointment and confusion spread across her face as she slowly began to realize the poor display of her intelligence.

"Honestly, you're too quick to doubt me." Fade explained as Kyouko was rendered speechless. "It seems that you have this misconception that we are your enemies, which, I assure you, is false."

He then turned to a stone-faced Homura to offer an explanation.

"That incubator is right, but only partially. It it true that I don't have the power to make a contract myself." He held out his hands in a gesture of openness. "But with the energy provided by Puella Magi, the combined power is more than enough. That is why I needed your help. Together, we can make it work."

"And you think we'll believe you?" Homura narrowed her eyes, quite obviously not convinced. "You're still hiding something."

"As are you." Fade countered, turning her argument against her. "It seems like you've been busy snooping around in dark places while my back was turned."

And with that, making no further attempt to continue the conversation, he walked back out towards the open city.

"As I've said before, are you content with this ending?" Fade asked aloud to all of the magical girls, his words striking a sore tone within their hearts. "Because if that is not the case, you have the power to change it. Of course, when junior high girls are tasked with such an arduous and dark responsibility, how can one not expect things to fail the way they did? But you've done more than enough; leave the rest to us now. Now protect what you've always wished to protect."

At length, Homura also made to go out into the cold depths of the city, though more out of apprehension of the building collapsing than anything else. "What are you trying to do?"

"Don't you wish you knew nothing about this side of this world? About magical girls, demons, and despair?" Shiro appeared from the wreckage, joining his leader as an uncharacteristic wave of profound solemnity suddenly took hold of him. The way he spoke suggested despite how he normally acted, he truly believed in what he was doing much to the magical girls' utter surprise. "Don't you just want to live a normal life? We can grant that wish."

Fade picked up where Shiro left off. "Kaname-san's wish was incomplete. She had the right intentions, but unfortunately did not fully understand the consequences of her actions. It is up to DAWN to set things straight."

He gestured into the ominous darkness in the distance. The familiar spine-chilling wailing of wraiths sounded in the distance. "We will rid this city of demons. Otherwise, they will continue to multiply. There is no turning back."

Homura took it all in with silence. How could she argue with that? Wasn't this what she had been waiting to hear all along? And now that DAWN had shown they just might have the ability to bring Madoka back, wouldn't it just be easier to go along with them?

But the instincts Homura had developed through the despair and lies she had faced in her time loops still warned her of something menacing just beyond Fade's seemingly honest words. In the end, it was too good to be true. She had long since realized that nothing came easy in this twisted world. Then again though, what could she do? Homura felt like she was sliding down a slippery slope as events beyond her control happened one after the other. And behind all of this, carefully manipulating the strings of fate, was Fade as he continued to guide the magical girls into the darkness. But as much as Homura disliked following him, she knew the situation was lost without their combined powers. She just had to hold on to the faint hope that perhaps DAWN was truly working for the benefit of the magical girls and that everything would somehow work out. So, with no better alternative, she and the rest of the magical girls wordlessly continued their dangerous journey through the darkness. A violent swell of wind swept through the city in a hollow echo as the rain started to thicken.

As Homura continued to walk on ahead, she looked back as Kyouko trailed the rest of the group. Kyouko, on her part, had been reduced to silently ambling behind. She kept her gaze downwards, and Homura knew it was more than just to shield her face from the rain. After her initial outburst with Fade, Kyouko had remained eerily quiet.

"Are you perhaps worried about her?" Fade's voice sounded next to Homura's ear as she inwardly jumped.

"What makes you say that?" Homura asked, recovering herself and keeping her expression blank.

Fade shrugged, though the casual action seemed strange with his normally composed demeanor. "I thought it was obvious. There's nothing wrong with being worried. _I'm _always worried about what will happen next."_  
_

"You don't look like someone who worries often." Homura observed pointedly.

"Neither do you." Fade countered. "But I know we all worry."

He looked back at Kyouko. "The stages of loss include denial, anger, anguish... Well, I don't remember the rest, but I would assume that is basically what Sakura-san is experiencing."

Homura slowly nodded, though she too busy wrapped up in her own thoughts to pay much attention. Among her suspicions with DAWN, her apprehension about the increasingly dangerous situation, and her situation with Kyouko, she felt as though she was being torn apart in every direction.

After a while, Homura spoke up to break the monotonous silence that had since prevailed over the traveling group. "I don't understand why she's like this."

Fade frowned in thought. "Why are you surprised by Sakura-san's reaction? In your reckless ambition to save this city, you've hurt and left others behind in the process."

He folded his arms. "But even I am unsure why Sakura-san is affected by the death of Miki-san to the extent that it has played out. Certainly since the death of her family, she has been an emotionally unstable individual, wallowing in the pretense that perhaps if she leads a selfish life, she will never have to experience loss and regret again. Of course, that did not work out either as in Miki-san's case. But it is also quite possible that if this world's events had played out its course without DAWN's intervention, she would had hardened herself once again. Although I do not completely grasp the rampant emotions you middle school girls possess, I know enough to assess that this could drive anyone insane. Tragic, isn't it?"

Homura shot him a warning look. It was quite evident there was a patronizing hint in his voice, even though he barely seemed to be a few years older. "You know too much." She asserted as something was starting to bug her in the back of her mind. Something... familiar. But she couldn't quite place a finger on it.

But Homura didn't have the time to think about it as a cluster of demons started to materialize in the distance, rapidly closing in on the allied group as soon as they were born.

"Now it begins." Fade muttered, dark energy starting to flow from his hands.

Homura followed his gaze and saw a rapidly increasing line of the tall, pale creatures advance like a doomsday army. The contrast of their eerie white robes with the canvas of the dark cityscape made them appear to tower over the DAWN and the magical girls. The rest of the group readied themselves, each flaunting their respective weapons. When the demons came within range, the city, a quiet dark place just a few seconds ago, exploded into a mixture of gunfire and bright lights.

"Keep them at bay for now!" Fade attempted to shout over the noise and chaos. "Don't get drawn in!"

But no sooner had he said that when a glimpse of red flashed before his eyes. As he stumbled to the side to avoid a collision, momentarily stunned, Kyouko rushed past and began to attack the group of demons with her spear.

"Don't-!" Homura barely caught herself from releasing an arrow that would have been directed in Kyouko's general direction. "What are you doing?!"

But Kyouko made no acknowledgement of her comrades' warnings as she continued to silently and mercilessly slay each enemy in her path. However, because she was in such close proximity to the enemies, her allies couldn't use their attacks without the risk of hitting her. And Kyouko, on her part, had rushed in too overconfident of her abilities. Each demon she sliced to pieces was quickly replaced by two or three more. A few demons down and in a matter of seconds, she was being overwhelmed. Almost instantly, Homura felt her breath stop short when unaware to Kyouko, a demon had managed to slip out of her sight and was bearing down on her unprotected back.

"Kyouko!"

Suddenly, a glittering flash of silver pierced the darkness of the night and the wraith stumbled and dissipated. Kaito landed silently next to Fade, not exchanging any words as he took in the situation.

In response, Fade cursed under his breath. As Kyouko continued to fight the wraiths, which were quickly surrounding her, he directed a beam of energy at a nearby building. It blasted a hole in the front face; rubble crumbled down as Mami, acting quickly, rushed in to grab Kyouko away before the demons were crushed under the falling building.

"What was that for?" Mami demanded as Kyouko sullenly looked away, the excitement of the moment having washed away.

Fade, meanwhile, surveyed the destruction with withheld frustration. The road had been blocked off, and any detour presented the possibility of being drawn further and further into fighting demons. He then gathered his patience and turned to look at a subdued Kyouko.

"I suppose it's my fault for forgetting that you have a weapon with limited range," He started. "But what exactly did you think would happen with an act like that?"

"I was fighting-"

Fade cut her excuses off with a frown. "I would rather you didn't fight. So don't get in our way."

Anger washed over Kyouko's face. "Don't you dare try to stop me!" She retaliated, not bothering to justify herself.

Fade gave her a look. "Don't take it personally." He finally said as Kyouko simmered. "Why you do want to fight so badly anyways?"

Upon hearing that, Kyouko reverted back into bitter silence. Fade, obviously expecting a passionate retort, was surprised by her inaction. A few seconds passed before he broke the silence again.

"Ah, I see." Fade said, having deduced what was going on. "You keep fighting because you can't accept the truth. And what's more, you think someone like you in your state can save someone important to you?" He shook his head in a mixture of pity and arrogance. "Don't make me laugh. If it was that easy, none of us would be in this situation."

Kyouko clenched her jaw, shooting Fade a furious look. "Shut up! What the hell do you know?!"

Fade firmly stood his ground. The words he spoke carried with them a heavy weight that Kyouko struggled to counter. "Enough to determine that you are inadequate. Stay back and don't hinder us any further."

"This is my fight!" Kyouko shouted, struggling to constrain herself.

And with that, Kyouko suddenly lunged forward and grabbed Fade by the collar of his neck. Kaito started forward with his sword drawn, but Fade help up a stern hand as he reluctantly backed down.

"This has long ceased to be your fight, Sakura-san." Fade stated solemnly, noticing the hidden disappointment in Kyouko's eyes. "You lost yours long ago."

That was the last straw, as Kyouko gritted her teeth. She lowered her head; a shadow crossing her face as her voice dropped down into a dangerous whisper. "Someone like you would never understand what I've had to go through..."

She released Fade, slowly backing off. Her foot caught on a stray rock as she stumbled backwards. Mami reached out a hand to try and help her, but not before Kyouko regained her balance and knocked Mami's hand away.

"I already told you, I don't need your help!" Kyouko said bitterly, turning away. It was evident she was on the verge of tears or losing herself - or both - but after that no one made an effort to intervene.

Realizing it would be bothersome to investigate the matter further, Fade turned his attention to Kaito and explained the current situation briefly. "Good thinking." He said. "What did you find?"

"The wraiths number at least five-hundred." Kaito dutifully reported.

Fade sighed, involuntarily wincing. "I thought something like this might happen." He glanced back at the road, as if it would have changed within the span of a minute. "Not to mention we can't proceed the normal way."

"If I may suggest," Kaito started. "Traveling underground would present a quicker path."

"That's too risky." Homura immediately cut in. And it wasn't just her; everyone knew it was an insane idea.

"We don't have a choice now." Fade responded, directing everyone's attention to the nearby entrance of stairs leading down into the subway system.

As DAWN made their way down into the depths, albeit with extreme caution, Kyouko lingered at the top. Homura sensed this and chanced a look back.

"What are you doing?" Homura asked.

"What are you talking about?" Kyouko replied just as blankly.

Homura bit her lip and decided not to pursue the matter. In a matter of moments, she and Mami both disappeared underground as well with Kyouko following behind a few seconds later. Upon reaching the bottom, the first thing that came to mind was the pitch blackness. Suddenly, a dim light filled the area; materializing from Fade's hand.

"That's an impressive trick." Mami noted.

"I can control energy." Fade responded offhandedly. "Light is just one form."

Hot, stale air pervaded across the space, along with rows of unguarded kiosks and subway gates. The ground was paved with raw cement; pieces of trash dotting the otherwise blank landscape. Once everyone had reached the bottom, they jumped down to the railway. Around them, the walls curved up in an ominously dark tunnel. The sound of water dripping echoed in the distance.

"You're sure these things still don't operate at night?" Mami asked tentatively, looking down at the railway with unease. She hesitantly stood back, until Homura offered her a hand as they both landed on the gravel ground.

"Probably." Was all Fade said. He didn't bother to offer any more words of comfort as he strode into the darkness of the tunnel. Everyone else trailed behind, following the dim light in the distance.

Of course, none of them had expected this venture to go smoothly, as indicated by their swift pace. Once they had walked - or ran, to be more precise - far enough, a familiar, chilling cry echoed from behind. As everyone looked back, Shiro, the farthest behind, nodded to confirm what they had suspected. Fade started back to check out the situation for himself.

"If we hurry, we can make it." Homura said, taking the lead as she quickened her pace. Her top priority was to get herself and the rest of the magical girls out as soon as possible.

But Fade frowned as he called back once he had seen for himself. "Well, I don't suppose it'll be that easy. They're gaining ground very fast."

"Can you collapse the tunnel?" Mami asked.

Fade shook his head beside her. "I would rather limit the mess we make as much as possible."

"More than that," Homura added. "There's no guarantee it won't cave in on us as well."

"At any rate, keep moving." Fade said with a pressing urgency. "We'll use the narrowness of the tunnel to our advantage if it comes to that."

Soon enough, the wraiths reached the group at the same time they reached the other side of the tunnel. Homura used was left of her wings to grab Mami and Kyouko and bring them back up onto the platform as the members of DAWN started to use their attacks to ward off the demons in the meantime. But the wraiths continued to swarm.

"We're losing time." Fade muttered in the process of finishing off a demon with a blast of fire. He turned to Kaito and Shiro and laid a trusting hand on each other their shoulders. "You two stay here and buy us time. I'll come back and help once we turn on the skylights."

"Count on it." Kaito said.

"You said you wanted something to do," Fade mentioned to Shiro. "This is it."

"Yeah," Shiro sneered, an understanding and satisfied look crossing his face. "Take your time."

And with that, Fade and the magical girls exited from the subway to the sounds of battle. But what awaited them on the surface was no better. An eerie, pale glow seemed to emanate from the inner depths of the city. Wraiths swarmed in the distance, though luckily Fade and the magical girls kept a low enough profile to avoid their attention. Passing rows of houses and parked cars, the group finally reached Mami's apartment in a couple of blocks. Wary of demons appearing at any moment, Fade, Homura, and Kyouko waited outside while Mami raced inside to retrieve the skylight activator. She returned in record time with the device secured in her hand.

"So what now?" Mami asked as she handed the device to Homura. The final question that had been hanging over everyone's heads had been asked.

"Now?" Fade looked off into the distance, his mouth fixed in a contemplative frown. "Now the fun starts, I guess."

* * *

The rain could hardly be described as raining; it was coming down in full torrent. The darkness of the city had been transformed into an overflowing world of water. Already at a few inches, the rainwater gushing past everyone's feet was rapidly rising. Standing under the makeshift shelter of the overhang of a nearby convenience store, Homura ran her fingers through her matted hair. Fade, on his part, focused his attention on breaking open the door to allow for more room to escape the weather. With the sound of him working diligently behind her, Homura glanced into the barren store. It was empty, seemingly unused, though she didn't let those justifications detract her from the immoral act. Then again, with the water threatening to flood the city and drench her, she couldn't help but disregard such thoughts anyways.

"There." Fade muttered as the door swung open. He made to enter, but Kyouko pushed past everyone and went on ahead. She found a small, secluded corner next to the row of snacks and sat down.

"Don't take anything." Mami warned before Kyouko silenced her with a sullen look.

"I know." She said tactfully, making no effort to do anything but stare off into the thick sheets of rain.

"Damn..." Fade muttered, cursing the weather. Homura and Mami brushed the rain off of their clothes for what it was worth, but he contented himself with igniting a small fire in one hand to keep himself warm.

Which was promptly extinguished after a stern look from Mami.

"Can't we activate it now?" Mami indicated towards the skylight activator as an involuntary shiver ran up her spine. Running low on patience after all that had happened and now that the situation had finally turned in their favor, Mami couldn't help but feel relieved. It was only natural to want to get this whole situation finally over with.

"Don't use it yet." Homura warned, dispelling any thoughts of a quick and simple victory. "As effective as it might be, it won't kill all the demons. But if we can get in position, we can quickly finish off the remainders using surprise and their initial confusion."

Fade nodded his agreement, still miffed about Mami's reproach. "Alright. Let's do that, then."

"But in order to cover a wide enough area for our plan to be effective, that means we'll have to split up." Mami pointed out, reluctantly realizing that the dangerous situation hadn't passed. "Is that fine?"

Homura shrugged. "It's a risk we'll just have to take." She replied.

"Kyouko?" Mami turned to her gloomy companion. "What about you?"

But Kyouko only let out an exaggerated sigh. When she finally turned to face her companions with a hint of disdain evident in her expression, she simply shrugged. "What's the point of all this?"

Fade stopped what he was doing to glance over at Kyouko in mild confusion. "What are you saying, Sakura-san?"

Kyouko folded her arms in stubborn pessimism. "We can't win. And even if we do, it'll be all for nothing. The same cycle of despair will just keep repeating itself."

"Are you content with this ending?"

The familiar question hung in the air as Kyouko struggled to respond.

"I..." Unable to come up with an adequate respond, Kyouko turned, though she tried not to make eye contact. "Fine. Do what you want." She finally declared and shrugged. In a few moments, the rest of them began preparing as well.

"We're going to be fighting more wraiths. Can you do it?" Fade gave Kyouko a doubtful look.

Kyouko shrugged it off. "Of course I can. Who do you think I am?"

"Fine." Fade gave in reluctantly. "Just don't screw this up."

"The same goes for you." Kyouko retorted as she turned to get in position. She left as the four of them quickly parted the store into the stormy weather. Almost immediately, the rain that came bearing down drenched and wiped away what futile efforts any of them had made to dry themselves. Nearby rain gutters bellowed in complaint as they struggled to swallow torrents of murky water. They all got in their respective locations on top of the nearby roofs without any trouble, though the demons had started to appear and were coming in at full force.

As the demons crowding the building near Mami had started to cluster in force and approach the top, she quickly drew an array of rifles and fired into their ranks. They fell back momentarily, but quickly recovered and pressed onwards.

"Do it!" Her voice rang loud and clear over the din of battle as Homura, finally satisfied with the situation, held up the skylight activator in an attempt to press it.

What she didn't anticipate, however, was how slippery it had become as a result of the pouring rain. It slipped from her hand as Homura quickly made to catch it. It bounced once just as an opportunistic demon lunged forward. Homura moved to dodge the blow, but the damage had already been done. The device was knocked away as it fell into the stormy night. Homura made to go after it, but quickly realized her position had already been compromised. Wraiths had surrounded her on all sides. She could only glance into the plunging darkness for a moment until she was forced to draw her bow and fight back.

"Tch-!" Fade had already reached Homura's position and started to help clear the path. Mami joined soon enough.

"Where is it?" Fade demanded in urgency. He followed Homura's gaze into the darkness of the ground and frowned in frustration. Another wraith swiped at the three of them, but Mami deftly leapt back out of the reach of the demons, spinning away as she let loose another volley of bullets down into their ranks. But even their combined efforts were slowly proving to be futile. The full magnitude of the sheer number of these demons was finally beginning to set in. Quickly surrounded as a ring of white cloaks moved to block any path out, Homura felt her heart sink. And for just the second time in the past week, she truly felt as though this could very well be the end. Soon enough, without the aid of the skylights, it would be impossible to fight back.

"Kyouko!" Mami shouted as she realized something occurring from the corner of her eyes.

Homura and Fade turned to look as suddenly, a red-dressed figure ran across the opposite building, tearing apart the demons in her path with her spear. And she was heading in the direction of where the skylight had been dropped.

Fade started forward. "She's...!"

Then, Kyouko swooped down.

On the ground, it was relatively quiet. Although thick thunderclouds rumbled menacingly overhead and rain came pouring down, blotting out the landscape in thick sheets, there was a strange sense of quiet as the overhanging roofs of buildings sheltered Kyouko from the oncoming storm, dulling the noise. Weaving her way through the street, Kyouko ran through the falling rain and over the slick asphalt as her boots languidly sloshed in the streaming water. Up ahead, dull light from a nearby convenience store spilled onto the dark sidewalk through half open windows. Kyouko paused momentarily just long enough to turn and gaze at her own reflection in a city store.

After all that had been said and done, nothing had changed. The lost and pitiful look in her eyes was still there. And recently, Kyouko's apathy was starting to scare her. A wave of paranoia swept over her as she realized what she had become.

But more than that, beyond her surface emotions, Kyouko began to realize that there was other feelings boiling within her as well. With each step she took into the dense shadows, she began to wonder if she was doing right thing; an idea she considered with great nostalgia. Was she walking the path she had envisioned when she first became a Puella Magi? What would her past self say about what she had become now?

Kyouko shook her head, more out of habit than anything, to clear the nagging thoughts. Even now, she doubted herself. This was quickly becoming a pattern. Turning her attention to her current objective, Kyouko focused on reaching the murky river, which glowed a pale yellow with the reflection of the moon. The river had begun to flow swiftly, spilling unto the riverbank as it rose rapidly by the second. In what seemed like a matter of moments, it had already begun to creep up the hillside and threatened to submerge the bridge and spill unto the street. Sliding down the hillside, Kyouko quickly found the skylight activator sunken in a patch of mud overgrown with weeds. She reached down into the uncomfortable sliminess, feeling her fingers close over the cold, smooth metal surface.

In that instant, a brilliant flash of lightning seared the hillside. The scent of burning grass wafted through the air as Kyouko jumped and shielded her eyes, which had started to smart. In the few moments it took for her to fully regain her eyesight, she lost herself to her thoughts. What was she doing anyways? Why was she still listening to the naive arguments of DAWN, Homura, and Mami? As Kyubey had finally convinced her, there was nothing to be done about the situation.

But putting those thoughts aside, Kyouko made up her mind in indignation towards the demons which had started this whole mess and pressed the skylight activator. And at once, the city was bathed in blinding light. A collective howl resonated everywhere as the wraiths dissipated into the eternal night. As the seconds crawled by, silence reigned.

Homura lifted her hands to shield herself from the blinding light, blinking to reduce the initial pain. Once her eyes had adjusted, she followed Fade's lead and dropped down to the lower level of the building back into the cool shadows.

Mami quickly joined her. "Is it over...?" She tentatively asked.

Fade shook his head, keeping a shaky hand out in front of him as he looked to and fro. "Not yet..." He warned.

And just as suddenly, the city was plunged back into the darkness. It took a few moments for everyone to adjust their eyes back to the darkness, and just as long to realize what had just taken place.

"What happened?" Mami demanded instantly.

Homura looked away. The demons that had just vanished had slowly started to appear around them in what seemed like an infinite number. "The skylights deactivated..."

"The city's power grid overloaded." Fade corrected, growing wary of the approaching enemies. "Of all things, I didn't expect this to happen..."

"Kyouko is-?" Mami suddenly remembered, but didn't have time as the demons swiftly closed the distance on the three. In between firing rounds and ducking out of reach of the enemies' attacks, she turned with a desperate expression. "This doesn't look good. Now what?"

Fade clenched his jaw, as he evaluated the situation. He was silent for a few seconds before his reason took control of his desperation once again. "In the few seconds the skylights were activated, most of the wraiths were weakened considerably. See?" He pointed as suddenly, the wraiths all around them slowly shuddered and flew back out into the city as if thrown by an unseen hand.

Then, his expression sobered as he realized something was wrong. Very wrong. A resounding thud that shook the earth a few seconds later only added to his suspicions.

"What the...?" Fade rushed out onto the wraith-infested streets only to witness a humungous demon tower overhead, heading for the center of the city towards the central skyscraper. Using long arms the size of trains, it plowed through the city; leaving behind a trail of crushed cars, decimated buildings, and ripped up streets in its path. The rain followed close behind, drowning the rubble left behind as if to add insult to injury.

"There's only one explanation." Fade slowly said as he came to a realization, shaking his head in incredulity as he used his hands to shield himself from the onslaught of rain. "Sakura-san's negative emotional energy created this monster."

Mami turned to locate her companion. "Where is she?" But she didn't have to look very far.

When Kyouko realized the lights had deactivated, she tossed the device away in bitter resentment. Behind her on the other side of the torrential river, a wave of demons approached the riverbank. They didn't move, but instead coldly stared at her.

"Whaddya want?" She asked before stalking away after realizing they couldn't answer anyways. A few steps later, she felt the towering monster before she saw it. Nearly knocked off balance, she discerned the monumental wraith making its way towards the inner city.

"What the hell?!" She demanded, shaking her spear at it in vain. Kyouko tried to follow what seemed like the king of the demons to the best of her abilities through the wake of destruction, past the crumbling sidewalk and swirling debris. Suddenly, the wraith turned, as if noticing her. Kyouko stood in place for a few seconds too long, staring at the monster. And then the monster brought its hand down and crushed a gas truck right next to where Kyouko was standing in a horrendous boom.

"Kyouko!" Mami's desperate voice filled the air.

The explosion that resulted ripped through the ground in a blinding and deafening flash of light, splitting the asphalt in two. Flames and debris spewed in the air, illuminating the dark sky before falling back to the dark city like rain. The explosion knocked Kyouko off her feet as she hit the wet asphalt unceremoniously. She lay there unmoving, making no move to pick herself back up as rainwater streamed by her face.

"Kyouko!" Mami shouted again, turning around as she started to go to her side.

"Don't." Fade blocked her path with his free hand and shook his head. His cold frown told Mami all she needed to know. "If you leave, we won't be able to hold the demons off. We still might have a chance, and we can't let it slip away."

Looking at the wave of approaching wraiths, Mami started to draw her rifles, but immediately stopped. What was she doing? Before, she had died before she could accomplish anything. This past week, there were times when she wondered if we could have changed the outcomes of events. If only she had tried to understand Kyouko better. If only she had been more of a help. If only she was stronger. But something deep down suddenly told her that it was different this time.

Fade continued to block her path. "There's nothing you can do, Tomoe-san."

But Mami gave him a look, her eyes filled with determination. "Perhaps there is nothing I can do, but there is something I must do."

And with that, she brushed past Fade's outstretched hand and ran towards her downed companion.

Kyouko, on her part, simply lay on the ground; her cheek pressed against the wet shards of glass and dust. A gust of sakura petals from an unseen tree swept up in the breeze around her, tickling her other cheek.

_Where did I go wrong...?_

Even with her eyes closed, she could faintly hear the moans of wraiths closing in on her position. Maybe if she was lucky, in a few moments it would all be over.

_No one can save anyone else. I should have just continued living for myself. __But everytime I try to move forward, I only move backward. Every time I tell myself I'm over it, I can't stop thinking about it. And I hate myself for doing so. I thought I was finally over the feelings of loss and regret, but it seems that that's not the case._

A faint cry reached her ears, but the edges of her vision was slowly darkening. Through half-opened eyes, Kyouko saw the flames light up the city with brilliant colors. Funnily enough, the rain that had been pouring just a few moments ago seemed like it had been reduced to a steady drizzle. Kyouko knew she was losing it.

_Even with all of my power, I couldn't protect the thing I held dear once again. My family perished because of my wish. I was powerless to save Sayaka as well. And even if Sayaka comes back, things will only go through the same cycle. Even though __I became a magical girl because I wanted to protect the things I cherished, the only thing I've ever felt since then is pain and loss._

Using what seemed like the last remnants of her energy, Kyouko pulled out her soul gem, which was quickly darkening. She tried pressing the black cubes she had taken from Mami's apartment, clinking them to the soul gem. But, as she had somehow predicted all along, nothing happened. Even the wraiths' curses were unable to bear the overwhelming despair she felt.

_Sayaka... What good is it if you disappear? Do you think that's going to solve anything? I failed to save you from my fate..._

Kyouko felt her mind slowly drifting from consciousness into the abyss.

_Just protect the one thing you want to protect, until the very end..._

* * *

_(A few days ago...)_

Clear, blue water streamed by, tinted shades of orange by the amber sunset as the river glittered invitingly. Soft blades of grass on the side of the bank gently swayed in the breeze. Nearby, the shade of an overpassing bridge provided a dark haven of quiet comfort.

But today, that area was occupied. As Kyouko sat in the shade, hugging her knees as she drew them to her chest, she buried her face in her arms. It had been a few days already. A few days since she had to cope in this twisted, demon-infested city. A few days since the longing, aching pain in her heart had begun to haunt her.

And she was still sulking in depression over the death of Sayaka.

The soft sound of footsteps approaching compelled her to momentarily lift her head to locate their source. She opened her eyes, only to see a familiar, warm face.

"Mind if I join you?" Mami's clear, melodic voice reached Kyouko's ears, but she barely acknowledged it.

When Kyouko didn't respond, Mami took it as a cue to sit down. For a while, Mami remained politely silent as she took in her scenic surroundings.

Then, "This view is very nice." Mami pointed out. She inhaled the fresh air contentedly. "I had no idea a place like this existed in this city."

"What are you talking about?" Kyouko finally made a begrudging effort to ask. She turned to her companion with a look of bewilderment, though the rest of her face was still buried in the comfort of her arms. "You pass by here everyday."

"That's true," Mami conceded, still attempting to carry a light conversation. "But I suppose I've never really had the opportunity to fully appreciate such a commonplace scene."

"Suit yourself." Was Kyouko's only comment as she went back to sulking.

No further words were exchanged as the two of them sat in silence. At length, Mami sighed.

"You know," She started hesitantly, picking her words carefully so as to not offend her companion. "Forgive me if this comes across as too forward, but I've never understood you, Sakura-san."

"Kyouko."

Mami blinked. "Pardon?"

"Kyouko. You can call me Kyouko." She turned back to look at Mami with an indiscernible expression. "You don't need to bother with any of that polite business with me."

"_Kyouko_... then..." Mami repeated hesitantly, her lips awkwardly forming the foreign word. When Kyouko reverted back into silence, Mami folded her arms in her lap and remained silent with her; deciding not to pursue her previous conversation at the moment.

"Did Homura send you?" Kyouko suddenly asked.

Mami shook her head. "No, but she's worried about you as well."

"Yeah, right." Kyouko scoffed. "I'm not stupid. I know the only reason she pretends to feel sorry for me is because of her guilt."

"You know that's not why..." Mami answered softly. But she wasn't sure if she believed it herself. She too knew about the many secrets Homura seemed to keep from them. "I came because I was worried about you as well."

Kyouko shyly looked away, a faint blush rising to her cheeks. "You didn't have to, y'know..."

"Yeah, well..." Mami watched the peaceful river flow by for a few moments. "That aside, why don't you tell me what's on your mind? You can talk to me, you know."

"You already know what it's about." Kyouko answered flatly, though her soft tone suggested she was still hurting.

"Oh, that..." Mami tilted her head quizzically. "Pardon me for asking, but why was Miki-san so special to you?"

"Why... you ask?" Kyouko averted her gaze to the sky, searching for an answer amidst the afternoon landscape. "It's hard to explain."

"Try me."

Kyouko sighed, giving in. "Don't get me wrong. It's not that she's special to me or anything. She was just... someone I could open up to, I guess."

Mami nodded to show she was paying attention as Kyouko continued.

"She was someone like me. We were both lonely, but didn't want to admit it. She was naive like I once was, believing that you could protect the ones you held dear. I just didn't want her to turn out the way I did, and thought I could have saved her from the same fate that happened to me. But in the end, I was powerless to save her. Just like my family, I still couldn't protect the things I held dear."

"Kyouko..." Mami breathed as her companion continued with an increasing feeling of relief for being able to open up, but also sadness as she was reminded of her dark past.

"She was someone I was content dying with, so I thought I could at least make up for my wrongs by being with her. But it didn't turn out that way either." Kyouko turned her attention to the nostalgic scenery. In the distance, she could just make out the bridge she and Kyouko had almost dueled on. Somewhere nearby was the alleyway where they had first met. "Sometimes I wonder if we hadn't met, where would she be now? Would she have still met the same fate? Or would she have lived on?"

Mami gave her a tender look. "You're unusually deep in thought." She commented lightly.

Kyouko sighed, sinking back into the comfort of her arms. "Well, I don't know. I know it was stupid of me, but I wanted to believe more than anything in a happy ending." A bitter smile formed on her lips. "I thought that if I could just bring Sayaka back, that would make things right again. But I guess that's not how things work in this world."

And as Kyouko said those heart aching words filled with regret, tears slowly dripped down her crestfallen face. She felt as broken and lost as she had when she had just lost her family. Noticing this, Mami used the opportunity to scoot closer and lend a shoulder that Kyouko buried her face in, shaking as the tears fell.

"Look." Once Kyouko had stopped shaking, Mami pointed up towards the darkening sky as Kyouko's gaze followed. Her finger rested towards the setting sun. "Even though the morning seems far, far away, it will come. One day, though it may have always seemed impossible, your dreams will come true. So chase that hope."

Again, they remained silent for a while, watching the gentle river flow by as time crept by.

Then, "Thanks."

Mami turned at the sudden show of gratitude. "What for?"

Kyouko lowered her face into her arms, hiding her faintly blushing cheeks. "For being here.." Her voice was hardly audible as she mumbled.

A knowing smile tugged at the edges of Mami's lips. "Don't mention it. I'll always be there with you, Kyouko." She assured. "You don't have to face these things alone."

And as Mami stood up, brushing off her skirt, Kyouko looked away.

"Hey, Mami..." Her voice came out in a faint whisper.

"Hm? What is it?" Mami asked.

"Don't..."

"Don't?"

Kyouko blushed again and mumbled. "Don't tell Homura that I cried. I don't want her thinking I'm weak."

Mami smiled comfortingly. "It's our secret, then. Shall we go, Kyouko?" She reached out a warm hand that Kyouko gingerly accepted.

"Yeah." Kyouko wiped away the last of her tears and managed a small smile. "I'm coming."

* * *

_That's right..._

Kyouko tentatively opened one eye, squinting through the swirling dust. All around her, Mami, Homura, and even Fade had their backs to the fallen girl as they desperately fought to fend off the encircling white ring of demons.

_After what had happened with her family and Sayaka, she didn't once think that she was capable of protecting anyone. __So she had started to live for herself._

Kyouko slowly reached out a hand, feeling it slide over the smooth asphalt littered with jagged rubble.

_But she was being selfish. By avoiding having to deal with the pain of loss by vowing never to make anyone else happy, she was being a coward. Kyubey was right; she was running away._

_She had desperately wanted to bring Sayaka back because she thought that would show that she could protect someone. __But she still succumbed to the doubts in the back of her mind. She couldn't even make up her mind on what she wanted to do. __She was torn between the pain of loss either way; giving up or fighting for something would ultimately lead to the same outcome. __Faced with such overwhelming despair, it was so easy to lose herself._

Kyouko tentatively reached up a hand, not knowing what to expect, but immediately felt the warmth of two other hands grabbing hers. She looked up into the concerned faces of Homura and Mami.

_But she didn't have to face everything alone. How could she have forgotten that time?_

Kyouko allowed a small, incredulous smile to spread across her face. "You've been here all along..." She softly said as her companions listened intently. "I was slow to realize I had such great comrades. I don't deserve your friendship."

_But because of that, she was able to get a clear understanding of who she was. She was able to find herself and at some point, realize all the things she had done._

_And they were not in vain._

"Come on, Kyouko." Mami's warm face beckoned. "I know you. I know you're not someone that gives up over something like this."

But the doubts and darkness still lingered in the back of Kyouko's mind. She looked up, wanting to move forward, but still found herself unable to as her feet remained set in place.

"I was naive. I know I shouldn't believe in hope, yet I still find myself wanting Sayaka back." Kyouko said, sinking to her knees. "But even if she comes back, that won't solve anything, will it? Because this world is full of despair, and things never work out like you want them to."

But Homura couldn't take it. She wouldn't remain a bystander any longer. There had once been a time when Kyouko had stepped in to stop Kaito on Homura's behalf, now it was time to repay the favor. Despite all the regrets and guilt of the past that had been accumulating, what came next would wipe that entire slate clean. Something, far deep down - maybe it was the strength Madoka had given her; she didn't know - compelled her to open her mouth as the words came flowing out.

"Have you forgotten, Kyouko?" Homura demanded, placing a firm hand on her shoulder. "Have you forgotten the very reason why you became a magical girl? Didn't you want to protect the things you hold dear? Doing that will come at a cost, but even so, you can't give up!"

"But no matter how hard I try, I can't protect anyone. Because of me, everything becomes messed up-"

"Don't lie to yourself!" Homura's eyes burned with an unquenchable passion as Kyouko heard the overwhelming truth in her voice. Whether it was Homura's frustration at Kyouko's pessimism or her own anger and guilt towards herself for giving up on Madoka that was speaking, she didn't know. But one thing was clear; it was all in the past. "Don't you want to save her deep down? Don't you still believe that you can see a happy ending?"

Kyouko gritted her teeth. "None of you guys understand. Even I didn't understand at first. Each time, I think I can protect someone. I thought I could protect my family. I thought I could protect Sayaka. And I even thought I could bring her back. But that's such useless thinking. I've already learned that that's not how it works in this world."

"Isn't that selfish, Kyouko?" Homura's tone dropped to a pleading whisper. "Isn't the point of protecting something you hold dear to give them the opportunity to smile once again? And if they can just be happy, even if it is _just one more_ time, isn't that worth more than anything in the world; including your own pain?"

"You don't have to bear your whole burden yourself, Kyouko." Mami added, walking over to Homura's side as she smiled tenderly. "That's what Akemi-san and I are here for."

And as they stood, side-by-side, Kyouko knew in her heart that they were right. Unable and lacking the willingness to argue, Kyouko lowered her head. "I... I was scared, Mami-san.. I didn't know what to do."

Then, Kyouko remembered. She had once read stories of where love and courage prevailed. Wasn't that why she became a magical girl? There had once been a time when she had forgotten that after losing her family, but Sayaka had reminded her. And now, Kyouko so desperately wanted her back. She never wanted to be trapped in the clutches of despair again, so she would keep on fighting. And, unbeknownst to her, her soul gem grew brighter with her renewed hope.

"I guess I let the depression from the wraiths get to me more than I thought." Kyouko said as she regained her usual arrogance. She slowly stood up, brushing off the dust. "You're right. It's not like me to get sentimental. I don't need you to tell me that."

Sensing the situation changing, Homura looked towards Fade. "Can we win?"

"Unfortunately, the demon situation exceeds my expectations. Even with our powers combined, it's a very slim chance." Fade conceded. Then, he turned with a devilish smirk. "But the question was never if we stood a chance or not. Will we fight regardless?"

A wraith blocked the path up ahead, but he moved to intercept its attack.

"I'll get you to the demon king, but from there on, it's your fight." Fade said as the wraith brought its hand down, holding his ground and bracing against the onslaught with an energy blast of his own. The demon howled and recoiled momentarily as Fade wiped the blood off from the corners of his mouth. "Leave the despair of this world to DAWN. You look ahead and focus on fighting for your dreams."

And with that, the magical girls raced towards the center of the city in the wake of the monumental demon. Even though the rain had stopped, the destruction still remained. Cars were strewn across the streets, smashed like metal corpses. Other debris also littered the streets. But charging forward with all their hopes and dreams hanging in the air, nothing would stop them. The three of them reached the central skyscraper in no time as soon as the enormous wraith arrived on the scene...

When Fade finally arrived a few minutes later, the three magical girls were waiting expectantly. The monumental demon was nowhere to be seen, though the roof was in a different shape than the original designers probably would have intended. He stopped at first, his mouth gaping open. Then, an incredulous smirk crept across his face.

"They really did it..." Fade shook his head, laughing quietly to himself. "I had my doubts, but they pulled through."

On her part, Kyouko looked up past her wind-swept bangs. Her hair swayed in the gentle breeze as the wind blew around her body. The faint golden rays of sun fell upon her face and brought warmth back to her cheeks. She let out a breath, watching the faint vapor spread through the warm air, and took in the scene before her. The skyscrapers in the distance rose above a gentle sea of buildings and houses, surrounded by glowing, sunlit clouds gently drifting by. The rays of sun spread through the warm city, having just awoken from a long slumber. The vast sky, colored brilliant and majestic shades of orange, purple, and light blue tugging at the corners looked like a picturesque painting with the sky as the canvas. The city that had once been home to shadows and darkness now looked so incredibly beautiful.

She closed her eyes and smiled contently, filled with a sense of peace as if the last of the dark thoughts in her mind had finally faded away. But things weren't over. In fact, what happened next would be the greatest surprise of the whole day. As Fade proceeded to walk towards the middle of the roof, past the daydreaming Puella Magi, he lifted one hand towards the gray sky. A large blast of energy burst towards the heavens. Then, just as the gleaming rays of dawn shone over the horizon, a signal of hope and a new future, two familiar figures started to descend from the sky until they reached the rooftop, lying prostate on the cold surface.

Kyouko started forward, blinking a couple of times to make sure she wasn't imagining things. The overwhelming impossibility of what her eyes were seeing struggled to make sense within her. "Sayaka..."

Homura followed suit, stumbling in complete awe. "Madoka..."

And as the two rushed to their long lost companions, Fade started to walk away. His job for now was complete; there was no use in hanging around.

"I suppose-" He started as Homura rushed by. "-a true miracle _did_ happen after all..."

And as Homura gave a momentary look backwards, the odd familiarity of those words striking a chord within her, Fade was already fleeting into the distance. Upon reaching the edge of the roof where Kaito and Shiro were waiting, he motioned to go.

"They really did it..." Fade repeated as Kaito nodded slightly.

"They are stronger than we imagined." Kaito admitted.

Shiro simply sneered. "Let's see how long that lasts. They'll be in for a surprise if they think their problems end with this."

And as DAWN stood before the majestic scene, a satisfied smirk crossed Fade's face. "I was right to have come to this city."

But before he left, Kaito started forward in mild confusion. "Why did you lie? You could have easily defeated these wraiths if you hadn't held back."

Fade held out his hands. "Ah, well... Perhaps I just wanted to see how far their emotions would take them. I wanted to gauge their true powers." Then, he turned with a malicious smirk and a dark glint in his eyes. "But from what I've seen, it seems we have nothing to fear after all. Things will be much different from here on."

Mami, on the verge of rushing to her companions, stopped just long enough to turn to Fade. It was no doubt he and the rest of DAWN had finished off the rest of the wraiths. "How can we ever thank you?" She asked.

Fade smirked again. "Oh, there's no need to thank me. I simply kept my promise. My job here is done for now, but we'll meet again one day. And that time around, I'll be counting on your help."

And for a brief second, Kyubey's words echoed in Mami's mind.

_A radical group leaving cities in ashes and dust, followed by a__ trail of darkness... __Several cities have been reduced to nothing this way; their very existence forgotten from this world..._

And as Fade and the rest of DAWN disappeared into the distance, Mami felt a chilly wind, the same wind that linked the hopeful dawn back into the darkness of night, pick up again once more.

_This was just the beginning._

_And next time they met, things would be different._

* * *

A/N: And with that, the rather long-winded introduction (Part I) is finally over! It's taken awhile, but I think I've finally become comfortable in my writing so I look forward to continue updating chapters on a more regular basis. Of course, feel free to comment and review! I'd greatly appreciate constructive criticism and hearing if you like what I've written so far.

I also want to thank everyone who has been kind enough to read and review my story thus far. I will try my best to continue writing and updating at a faster pace (now that finals are just about over), as well as continuing to work on my writing techniques.

And (as a bit of a teaser) if you think you have an idea of what this story is going to be like, I can assure that just like in the anime, first impressions can be misleading.

Next, the real drama (but could there be hope for some romance?) starts in Part II: Recovery


	6. Part II: Waking Up

PART II: RECOVERY

Chapter 6: Waking Up

* * *

It was early morning - just past the eerie silence of dawn. An ash gray shade stretched across the sky, tinted with faint hues of orange and blue. The chilly and crisp breath of an early spring morning filled the air. Soon enough, puffs of translucent breaths wafted about below the sharply-peaked cityscape as commuting pedestrians began to congregate the luminous streets. The morning taboo of a hushed tranquility pervaded, broken only by shrill car horns that blared over the rattling undertone of the subway.

Clear, blue eyes opened to that dull, gray morning like the coming tide of an aqua lagoon. An outstretched hand reached out, pulling away a thin blanket. Blue bangs slid to the side as the bed groaned with movement. Awry window blinds let faint, honey-golden sunlight trickle through that danced on fluttering eyelids.

Sayaka woke up. She woke up alive, but lost; an unseen presence in a drab world. With a sleepy haze clouding her thoughts, a disconcertion about her bearings and a blurry recollection of the past, Sayaka awoke from her final slumber and unknowingly entered the realm of humanity once again. Unfamiliar white walls surrounding her swam in view as the sharp smell of fresh paint tinged her nose.

_"Where... am I?"_ More of an instinctive reaction than an actual question, Sayaka's first thought drifted around in her half-conscious mind. Unable to provide a satisfactory answer based on her perception and analysis of her surroundings alone, she propped herself up to a sitting position and immediately tensed, sensing another presence. Her eyes quickly located the source and rested upon a messy mop of crimson hair right beside her: a prominently illustrious accent of color in an otherwise faded room.

It took Sayaka a few seconds to register a name with the face, but half as long to crack a sly smile. Much to her surprise and slight amusement, Kyouko was peacefully sleeping just an arms-length away, her head buried sideways in her arms. With innocently closed eyes, faintly flushed cheeks and a half-open mouth, Kyouko slept in the gentle undulation of her breathing.

A strange feeling of intimacy overtook Sayaka as she watched Kyouko sleep with such a peaceful expression. And in the moment, in her drowsy trance-like state, she reached out and placed a hesitant hand on Kyouko's head. She didn't bother to think nor consider the fact that they were supposed to be enemies. Sayaka just gently stroked Kyouko's silky hair, feeling the comforting warmth of another human being beneath her hand.

But soon enough, the disturbance caused Kyouko to shift in her sleep and slowly regain consciousness. When she groggily noticed Sayaka had woken, her eyes shot wide open in surprise.

And for a split second, the mixture of disbelief and relief, pity and frustration, and other emotions Sayaka could not fully discern that flashed in Kyouko's eyes made her look like she wanted to punch Sayaka or hug her - or both. But Kyouko's pride kept her from doing either as she simply refrained from doing anything.

"You awake?" Kyouko's first words to Sayaka in forever were finally spoken, though in the form of a blunt question. The storm of emotions had been forcibly wiped from her face, leaving behind a blank expression that softened slightly at the edges with hidden concern.

In response, Sayaka mustered a weak nod, still too exhausted to ask what was going on. Her hand was still on Kyouko's head, so she gave it one last affectionate tussle before Kyouko noticed and swiped it away with flushed cheeks.

"How... are you feeling?" Kyouko mumbled more than she asked. Her voice wavered and her eyes couldn't meet Sayaka's, so she focused her gaze on a spot near the corner of the bed.

"Fine, I guess." Sayaka finally croaked, her voice sounding more hollow than she remembered. In reality she felt dazed, confused, overwhelmed and so many other things. But she forced a reassuring laugh, which seemed to improve the damp mood.

"You're an idiot, you know." Kyouko's tone was more confident and brash this time around. Her scornful and glaring face replaced the ceiling and almost covered Sayaka's entire view, eclipsing the incandescent sunlight that streamed into the small room. But instead of reflecting that warm and cozy light, her eyes seemed to shimmer with a faraway pain. "A _real_, _one-hundred percent_, _first-class_ idiot."

Kyouko accented each demeaning word with a sharp jab to Sayaka's chest. And amidst the blunt blows and raw honesty in Kyouko's voice, for some reason, Sayaka felt that Kyouko was right - that she had somehow been at fault for something inexplicably terrible and was now supposed to be making amends. A distant tragedy lingered in the back of her mind - somewhere, an excruciating pain was locked away deep in her heart. A chilly draft that wafted in from the slightly propped open window - Sayaka hadn't realized it was until now - ruffled her hair playfully as her thoughts drifted.

Sayaka had long since deduced that Kyouko was the reason for her current situation. She just didn't know what was happening. They were enemies, weren't they? At least, that was what Sayaka faintly remembered. Not that she was in the mood to fight anyways, but Kyouko should have been the last person to be here right now.

But Kyouko looked mildly relieved and nowhere near hostility, so Sayaka left it at that.

"I'm... sorry." Sayaka said at last. Obviously she had no idea what she was apologizing for, but it felt like the right thing to do at the moment. With those words, a heavy weight felt like it had been lifted off of her chest.

"You don't have to apologize." Kyouko's voice came out soft and unsteady as she crossed her arms haughtily and again averted her gaze elsewhere. Her face was turned, but Sayaka could see that her cheeks were tinged a faint red. "_Moron._"

Sayaka's lips curved upwards in an endearing smile. This milder side of Kyouko was refreshingly new. The smug thought that she might have been the only person to see this side of her crossed her mind.

"So, what are you doing here?" Sayaka couldn't keep herself from blurting out in her curiosity. In reality, there were so many other questions she wanted to ask as her strength and vitality slowly came flowing back. What had happened while she was out? How long had she been out? Why was she even like this in the first place? But it looked like those would have to wait for now.

Kyouko regarded her with a watchful look, as if to determine any hostility behind those words. Upon finding that there was none, she went on to explain. "That's _my_ bed you're lying on."

As if Sayaka could tell. Or help it. Or even get off. Too tired to retaliate, she opted to tease Kyouko by lifting the blanket. "Want in?"

"Like hell I would." Kyouko's blunt rejection came swiftly. But her eyes didn't meet Sayaka's.

"Oh. That's all?" Sayaka fell back onto the bed, folding her arms behind her head. Her voice dripped with mock disappointment. "And here I thought you were worrying about me, waiting for me to wake up. Hah, wouldn't that be hilarious?"

Kyouko didn't answer.

Sayaka glanced over, but Kyouko's eyes were still avoiding her persistence gaze. Suspicious - she was undoubtedly hiding something.

"What's this? What's gotten into you?" Sayaka sat up and continued with the attack, taking opportunity of Kyouko's unusual silence. She tried to poke Kyouko's flushed cheeks, until Kyouko looked like she would have bitten them off. Sayaka cracked another crooked grin, until a coughing fit overtook her as her body trembled violently.

"Hey, are you alright?" Kyouko's voice shook as her concerned face swam into focus in Sayaka's blurry vision. Reaching out, she gently helped Sayaka fall back into the comfy confines of the bed and pulled up the covers.

Weakened and dazed, the only thing Sayaka could do was finish the grin she had started earlier. "Guess I'm not as well off as I thought I was."

"Jeez, don't make me wor-" Kyouko cleared her throat, struggling to get her emotions back under control. "Don't force yourself. Mami would never let me hear the end of it if you passed out."

"Sorry," Sayaka mumbled, but with her playful expression, she looked far from apologetic. "Though you don't look too great yourself."

She lifted a hand and pointed towards Kyouko's face where faint, black rims were traced under her eyes, visible even in the faded light.

Kyouko shrugged it off, but still brought a hand to her face as if she could wipe them away. "I drank too much caffeine last night, so I couldn't sleep well."

The indifferent expression on her face suggested that that was all there was to it, and Sayaka didn't have the energy or motivation to pry either.

"If you say so," Sayaka muttered, her eyes wandering around the bare room. "Where's Mami?"

"At her house, probably. You just stay put." Kyouko's unusually stern tone left no room for discussion. She slowly made to get up and stretched her legs, which looked like they had been folded beneath her in an uncomfortable position throughout the night. "Want anything?"

"Some water would be nice," Sayaka weakly said, feeling immensely grateful for Kyouko's unusual display of kindness. A part of her still couldn't believe that Kyouko was helping her, wondering if perhaps they shared a different relationship than the belligerent one she remembered. There was something, just beyond her conscious range, that Sayaka couldn't quite place a finger on. But maybe this wasn't so bad after all...

Soft, padded footsteps signalled Kyouko's departure until they were stopped by Sayaka's soft voice.

"Hey, Kyouko..."

"What now?" Kyouko didn't break stride.

"Thanks." Sayaka said, a tender smile etching itself upon her lips. She still couldn't remember anything, but she couldn't think of another explanation for why she was here. As a result, the display of gratitude seemed only natural.

Kyouko stopped just before she reached the door, turning with an air of definity. "Don't get the wrong idea and think I'm doing it for you. 'Cuz I'm not_._" She said firmly. Then, she left.

In a matter of minutes, Kyouko returned with a bottle of water and a tray of food. Sayaka got up to accept them, but was stopped immediately.

"Don't be an idiot." Kyouko held the bottle of water over Sayaka's head almost surgically. "You're hurt, so I'll do it."

Sayaka didn't really need her help - by this point she was more confused than physically weakened - but she didn't want to argue either. The water was warm, but Sayaka didn't complain as she gulped it down gratefully.

Then, Sayaka moved on to the food which, after taking a quick glance and realizing it didn't look as appetizing upon closer inspection, she sniffed carefully. The aroma was certainly strange, but it looked edible enough. Sayaka took a bite of the prepared meal, chewing hesitantly until after a few bites, it took all of her effort not to spit it back out.

"This..." Sayaka took another scrutinizing look at the tray. Did Kyouko mistakenly give her something inedible? "What is this?"

"It's fine-" Kyouko mumbled, looking away awkwardly. "-you don't have to eat it. I know I suck at cooking. I would have bought something from the convenience store, but I just moved in and then Mami sent over some ingredients, saying that you'd like-"

"It's fine, it's fine." Sayaka assured her, taking one valiant bite after another now that she understood the situation. She gave Kyouko a sly wink. "You shouldn't waste food, you know? And it's not like it's inedible. Besides, I think it's honorable that you tried to cook homemade stuffing with gravy."

"It's omelette rice."

"Oh." Sayaka took another couple of bites. Then: "Wow, this really _does_ taste terrible."

"_Oi._"

Sayaka grinned in spite of Kyouko's glare, though the continued awkwardness of the gesture made her feel like she hadn't done that in forever.

"So now that I know I'm not in Mami's house, where am I?" She asked, setting aside the tray of food when Kyouko had her attention focused elsewhere.

"My apartment." Kyouko answered, putting a slight emphasis on the first word. A brief look of satisfaction darted past her face, as if she was proud of that fact.

A thought crossed Sayaka's mind, and she narrowed her eyes haughtily. "You aren't crashing here for free, are you?"

"Relax, would you?" Kyouko said, waving a dismissive hand. "I already got an earful from Mami about that. I wanted a change of scenery and she was willing to lend me money, so things worked out."

"More like she was worried you would resort to trespassing if she didn't give you money."

Kyouko laughed, and flashed a feral grin. Much to Sayaka's chagrin, there was no trace of shame evident in her expression. "Who knows?"

Sayaka's gaze took another trip around the room. If she focused just enough, she could barely make out the strobing of lights past the door, as if a TV had been left on in the other room. "You didn't use that money for other things, did you?"

"Who knows?" Kyouko repeated and shrugged, though her smug expression remained. "You're not in much of a position to complain though, seeing as I'm letting you stay here for free."

Sayaka sighed, wisely choosing not to respond. Her eyes briefly looked across the crimson of Kyouko's hair. A strange feeling that something was missing tugged at the back of her mind. "This isn't a dream, is it?"

"A dream?" Kyouko cocked her head. Her lips twitched in an amused smirk, as if mocking the naivety of her question. "Why would you think that?"

"Oh, I don't know." Sayaka said, her eyes sparkling with playfulness. "I just thought it was strange that you were here taking care of me and all."

Kyouko flashed a mischievous grin. "What if this is a dream?"

Sayaka returned the grin. "Then I guess it wouldn't be so bad if I didn't have to wake up."

Kyouko crossed her arms and awkwardly looked away, the smug look having been wiped off her now blushing face. "That's just stupid..."

With the hint of a smile, Sayaka asked, "So, what happened?"

Kyouko regarded her with a hesitant air - one that made Sayaka herself feel uncomfortable - as she picked her words carefully. "How much... do you remember?"

This time, it was Sayaka's turn to shrug. "Well, obviously not your cooking or else I wouldn't have tried it."

"You bring that up one more time, and I _swear_ I'll kill you."

Sayaka grinned again. This Kyouko, she definitely remembered. And somehow, it made her feel refreshed and took away the uncomfortable, nagging feeling. "I'm glad you're back."

"What are you talking about?" Kyouko demanded, confused.

"Well, you know," Sayaka searched for an explanation. "The way you were acting earlier was kinda strange. It felt like you were hiding something."

"_Hiding?_" Kyouko repeated, awkwardly stumbling over the word. She paled slightly, and looked for a way to divert the conversation. "You sure you don't remember anything?"

"Well, I-" Sayaka started. Then it hit her like a wall of ice. The cold realization came rushing to her as she suddenly remembered everything. The witches, her wish, Hitomi and Kyousuke, falling into despair...

"Oi, you alright?" Kyouko's voice drifted Sayaka back into the cold reality of life.

"Yeah.." Sayaka laughed dryly, painfully aware that it was forced. Her voice held no trace of humor and warmth, and she looked up with dull and glassy eyes. "I understand now.."

Kyouko's throat clenched around stuttering words. "S-Sayaka...?"

But in response, Sayaka curled up into a ball, not bothering to answer. And with that action - in the blink of an eye - Kyouko's worst fears were confirmed as her heart sank.

Kyouko clenched the edges of her jacket, wiping her clammy palms as she tried to calm her nerves. Their previous conversation had been nothing but an illusion. In the end, Sayaka was like this - something Kyouko had fully expected, yet still dreaded and hoped she could avoid. After all, Sayaka had just been turned into a witch. She had just fallen prey to despair; the same despair that had almost consumed Kyouko. It was silly to assume that she would have changed, even after having been given a second chance at life.

Kyouko let her gaze fall to her feet. She should be content. Now that Sayaka was back, she should have been overwhelmed with relief. The friend that could finally understand someone like her was only an arms-length away. But instead of feeling that or anything similar, all Kyouko felt was guilt and a loss of what to say. She wanted to reach out and place a hand on Sayaka's shoulder, but drew her hand away at the last moment. The distance between them was stretched by an insurmountable silence.

Sayaka, remembering Kyouko's presence behind her, quickly wiped a sleeve across her face, seeming to shrink further into the ball she was curled up into.

"You're still here? Did you come here to laugh at me?" Another dry laugh escaped her parted lips, muffled by her crossed arms. "I'm really pitiful, aren't I?"

Kyouko slowly shook her head, though she knew Sayaka couldn't see her. Her heart trembled, and a lump rose in her throat as her voice cracked. "Sayaka..."

"Don't... Don't do this..." Sayaka's voice quivered, making Kyouko's chest tighten unbearably.

But this time, Kyouko remained silent, though a whirlwind of emotions ravaged her beneath the surface. Part of her wanted to lash out at Sayaka; to blame her for not taking care of herself. Another part of her wanted to tell Sayaka that she was once the same. To show her how she should live so as to not hurt herself.

But in the end, Kyouko just wanted Sayaka back.

Sayaka hugged her knees to her chest and buried her face. The way she sat by the corner so pitifully made Kyouko's heart ache.

"Why did you save me?"

The inevitable question hung over the air like a raincloud. Kyouko didn't answer - how could she? She looked away, letting her eyes wander over the empty room. Why did she save Sayaka? To have her thank her? To make up for her guilt? Kyouko shook her head. She didn't know herself, and the indecision was tearing her heart apart.

"Could you just... leave me alone?" Sayaka's voice came out as a weak whisper. "I want to be by myself for a while..."

Unwelcome tears sprung to Kyouko's eyes before she quickly blinked them away. "Yeah.." She finally whispered back, suppressing torrential feelings of disappointment. "Yeah, I understand."

And then she left, wordlessly slipping away behind a closed door.

Sometime later, when Sayaka recovered enough to chance a look back, she saw another bottle of water and a piece of taiyaki arranged on a tray just outside the room. Just beyond, a lonely trail of tears traced all the way to the closed front door...

* * *

Homura was not normally an avid reader. Classmates at school had always wondered what she did in her free time; with her quiet, mysterious and mature personality, she just looked like the type to read often. And it was not too far from the truth. There once was a time, when she had been a different girl, when she had spent the long hours poring over piles of novels alone; escaping the bleak reality of life to a majestic and illustrious world of fantasy and magic. Ironically, that was what she had done by becoming a magical girl. As it turned out, the grass was not any greener on the other side.

But now, Homura had since lost that interest. Action stories were oftentimes poorly written and rife with plot holes. Romance novels were painfully cliche. Fantasy settings usually dissolved into an unorganized mess by the end. Life itself was enough of a story for her to deal with.

So it was unusual for her to be in the library at this early hour, sharp eyes scanning the book-crammed shelves and fingers gently tracing past worn book spines. The windows were all veiled by swathes of velvet curtains - in keeping with the preservation of the books, though Homura doubted it really helped - so the large building was lit by faint, cheap light-bulbs that dotted the dusty ceiling, which produced a very old and stifling atmosphere.

But the good thing about the library was that it was quiet. And Homura, in all her social awkwardness and distaste of crowds - two things she had never fixed, though more out of an unwillingness than inability or a lack of motivation -, loved peace and solitude. The library was located near the end of a rather deserted block, so few people dropped by, other than the occasional student buying textbooks, casual passbyer or even rarer book-loving frequenter.

Or at least that should have been the case. Homura heard her presence before she saw her. Confident footsteps, sharply rapping on the hardwood floor, steadily grew louder like the knocking of an untimely and impatient visitor. When Homura reached up to grab a hanging book and removed it from its perch, a familiar face took its place.

"Akemi-san." Mami's candid tone indicated she meant business. The expression she wore was no less serious. "We need to talk."

Homura cradled the book in her hand, pretending not to have heard or noticed the older girl's presence at first. She idly flipped it open, scanning through the contents without much conviction. Then, she heaved a reluctant sigh and snapped the book shut.

"I assume this is not something I could postpone?"

Mami folded her arms, blocking the narrow aisle of books with her frame and all the maternalism she could muster.

"I'm worried about you."

"As my senpai, I'm touched that you worry about me," Homura answered, briefly noting Mami's concern with a hint of indifference. It was so like her to worry, being someone that desired control and stability. When things had started to fall apart in previous time loops however, she had been powerless to adapt and react. "But would it trouble you to let me operate on my own?"

Ironically enough however, as Homura reflected, it had been Mami's sense of control that had helped preserve peace among the magical girls this time around and willed them through to this point.

Mami let out a tired sigh. Her exasperation was painfully obvious. "You sound just like Kyouko."

Homura frowned at the comparison. "That situation is not the same as this one. The circumstances are different. Is there any pressing need to work together now that Mitakihara City is safe and everyone is back?"

There were plenty, but Homura pretended not to recognize them. After all, she, Mami, and Kyouko had only started working together for mutual protection from the wraiths. None of them had given any thought to future plans - none of them had even envisioned a future like this. And now, their unofficial alliance had given way to a pressing dilemma: should they continue to stick together, or go their separate paths?

At least, that was the predicament Homura had been affronted by. Mami, who was far more hopeful and optimistic of the situation, had no such qualms.

Ignoring the question, Mami looked past Homura towards the steadily increasing pile of scattered books. Her critical eyes rested upon the nearest one - a sloppily scrawled firsthand account of unusual happenings around the city - as her eyebrows arched in skepticism.

"May I ask what you are doing?"

"Researching." Homura bluntly asserted, though her words were backed with a confidence as flimsy as the thin book she was holding. She didn't bother to elaborate, but Mami could guess the rest.

"Is it about DAWN?" Mami let out another sigh when Homura didn't answer - both actions quickly becoming habits these days. "Akemi-san-"

Homura held up a hand before Mami could start her patronizing plea. "I know what you may be thinking, and I can assure you that that is not the case."

She folded her arms, reflecting on the events that had happened just a couple days ago, but now seemed so distant.

As it turned out, Fade had not been lying. Madoka and Sayaka were back. Gone were the soul gems, which recognized the existence of magical girls, and the wraiths that brought despair. How all of that had been achieved was a major question that lingered, but even that paled in comparison to the realization that everything was set up for the five of them to go back to living normal lives - whatever that meant at this point. And that in itself should have erased many of the suspicions and doubts lingering about DAWN. But the whole incident with the shifty organization was so strange that Homura could not help but feel anxious. So many unanswered questions still remained; so many hypothetical perils still loomed.

"We don't know anything about them, nor what they will ask from us. We have to be prepared for their return, for the sake of-"

"Don't do this." Mami cut her off, pleading. "Is it too much to ask to have everything return to normal? Shouldn't Miki-san's and... Kaname-san's return have solved all our problems?"

But Homura shook her head: an action Mami had fully anticipated. Happiness still eluded them. "You and I both know that it is not that simple. We were all well aware of that fact when we became magical girls."

"We are not Puella Magi anymore, Akemi-san." Mami's response was curt, like a schoolteacher informing Homura that she had picked the incorrect answer. "If you cannot adjust accordingly, I will have to take liberties into my own hands."

"This does not concern you."

"This _does_ concern me." Mami stated almost vehemently. "How do you expect me to stand by and watch you suffer?"

Homura had no answer to that, so she mumbled: "I appreciate your concern, Tomoe-san. But in no way am I under any duress."

Her argument seemed more convincing without the book in her hands, so she tossed it away like an unwanted burden.

Mami's keen gaze burned through Homura. Disappointment bled through her words like an oil spill. "You haven't been yourself ever since... _their_ return."

"When have I ever been myself? Or rather, what does being myself even entail?" Homura asked, though she knew it was merely a weak deflection of the overhanging question.

Homura knew Mami was right - she had been engrossing herself in her so-called research, perhaps hoping for too much. Today was not the first time she had stopped by the library, as the large pile of books on the table indicated. And it was not the information she was interested in - in reality, Homura had no idea where to start or what to look for - so much as losing herself in the process: an excuse to take her mind off of the matters at hand.

Homura attempted to continue with her investigation, but already aware that searching for more answers would only lead to more questions, she diverted her attention to the scene around her.

Mami's next question got straight to the point. "What do you plan to do about Kaname-san?"

Convinced that the longing pain in her eyes was clearly visible, Homura averted her gaze downwards. "I'd be lying if I said I knew..." She said softly, aware that her research was also an excuse to avoid the guilt of facing Madoka.

Ever since Madoka's return, Homura had so desperately wanted to run to and embrace her - to make sure that the girl of her dreams truly was back and alive. She wanted to cry in her arms; Madoka's loving embrace would provide the comfort she had yearned for so long. Homura had been running through the darkness and fighting despair for too long - didn't she deserve this happy ending after all she had been through?

But she couldn't. How could she, when she had doubted Madoka could return? And even now it all seemed too good to be true. Somewhere in the back of Homura's mind was the dark thought that sooner or later, this 'dream' of hers would all come crashing down once again. In order to preserve and protect the fragile balance of peace that now existed, Homura had to detach herself and continue fighting.

And then there was what Fade had said. In Homura's selfish ambition to save Madoka and Mitakihara City - a testament to her promise with Madoka, as if to preserve her memories - she had left everyone else in the dust. Kyouko had fallen to despair, and was almost lost.

Mami sighed as her shoulders rose and fell, unaware of the emotional turmoil just beneath Homura's impassive expression. "To be honest, I have a lot of questions. I have questions about you, my past, Kaname-san, and many other things." Mami looked away, almost resignedly. "But I do not wish to overwhelm you right now. When you are ready, I will listen."

"Of course." Homura answered distractedly, not knowing if she would ever be prepared to answer the impeding torrent of curiosity. With the way mystery - much of it conjured up by frequent misunderstandings and fanciful minds - continued to trail her every step, her ability and willingness to explain would never catch up to her actions.

"At least it is good that the citizens of Mitakihara City are taking the destruction of the city in stride." Mami commented, seeming almost as eager to change the subject as Homura was. "As far as I know, it has been written off as an earthquake."

"I see. That's good." Homura said, again with her mind obviously focused on other matters at hand.

"...You don't have to be here, Akemi-san."

Homura didn't bother to look up. "Where else would I be?"

"Homura.."

"Don't." Homura looked up for a split second as her gaze locked with Mami's. Then, both of them feeling more uncomfortable than the other, they looked away in opposite directions. "This is beyond your control, Tomoe-san. Have some confidence in me."

Mami sighed for the umpteenth time, slowly shaking her head. "I wish I could..." She looked past Homura towards the pile of books again. "What did you find?"

Homura looked relieved for a chance to divert the conversation. "Nothing, as expected. Perhaps it is best if one of us travels to another city and-"

"-And _what_?" A familiar voice abruptly rang out from behind. Judging by the volume, there would have been only one person disregardant of the rules enough to yell from across a library.

Or from directly behind, at the same loudness.

Homura turned, her ears smarting, just in time to watch Kyouko plop a bulky bag down on the library table, knocking over a couple of books in the process. The telltale tannish fish heads poking out and sweet aroma indicated that it contained taiyaki. So she had brought food as well. The stern glare from a disapproving librarian burned into the side of Homura's face as she pretended not to notice.

"What's with this meeting?" Kyouko asked or demanded - Homura couldn't tell what she was after, knowing her. She arched an eyebrow as the mocking tone in her voice intensified. "Looks pretty shady if you ask me."

"Sakura Kyouko." Homura was the first to speak. It took all of her willpower to keep a level gaze. "Is there something you need?"

"What?" Kyouko countered, as if taken by surprise by Homura's formality. "You don't believe I'd stop by the library for the hell of it?"

Homura and Mami exchanged blank glances. Then together, they looked back at Kyouko. Neither of them said a word during this whole process.

"Wow, alright." Kyouko took a few staggering steps backwards, reeling from the blunt silence. "You sure got me there."

"They don't sell food in here-"

"I know that."

Homura seemed at a loss for words. "That aside, can you even read?"

Kyouko frowned and snorted. "_Jesus Christ_, Homura. Of _course_ I can read." She swiped a book from the table, scanned the pages for a couple of seconds with furrowed eyebrows, and then set it back down looking like she had been run over by an eighteen-wheeler. No one commented on the matter after that.

"Did you want something?" Homura repeated her question, a part of her hoping that there was no answer.

Kyouko shrugged, the few crumbs scattering from her mouth enhancing her apathetic gesture. "Not really. I was just bored, and I saw Mami come in here. So I followed."

"If you're bored, why don't you come to school with me?" Mami suggested with lighted eyes, as if that was a great idea. Homura, on her part, tried to picture Kyouko in a frilly school uniform without avail. The thought of the normally brusque and uncultured girl beaming and waving 'good morning' almost made an amused smirk crack Homura's steel expression. Almost.

Actually, the more Homura thought about it, the more frightening it became. She closed her eyes and tried to forget.

Kyouko groaned and rolled her eyes in disdain. "Not that again..."

"It's not as bad as you think." Mami continued, ignoring Kyouko's disgust as if it was the more convenient option. "Give it a chance, and I'm sure you will enjoy it."

"Yeah, yeah, whatever. _Maybe_ I'll think about it." Kyouko waved a dismissive hand. It was quite obvious that she wouldn't. "So what are you doing here?"

"Discussing things." Homura answered briefly, leaving it at that.

"Yeah, I can see that." Kyouko's curiosity was piqued. "What things?"

Homura gestured towards the book-filled table. "...Favorite books." She finally managed, hoping Mami was just as reluctant to disclose their conversation as she was.

"Oh, really? Did I ever mention my favorite book?"

Homura didn't want to know, but Kyouko blithely continued anyways.

"_Little_. _Red_. _Riding_. _Hood_. Damn, was _that_ profound. Everyone always thinks the fox is the bad guy 'cuz he ate everyone, but I think it's unfair to jump to conclusions. What if he had just lost his job and was starving? Or what if the grandma was his arch-nemesis from a past life? Mind blown - that's what."

"It was a wolf." Homura corrected, though she couldn't really care less. "And the book mentioned nothing about his financial situation nor his relationship with the grandmother."

"I'm glad you stopped by," Mami interrupted, smiling thinly. "I think Akemi-san was meaning to share something with us concerning our current situation."

Was that the reason for Mami's arrival? Homura couldn't remember herself - it seemed that the research was taking a bigger toll on her sanity than she had expected.

"This is something you should hear." Homura said, finally remembering, before Kyouko could object. "And it saves me the trouble of having to explain later."

"It's probably nothing I don't know already," Kyouko shrugged, fishing a hand into the bag that emerged with another taiyaki piece. She probably didn't, not that she cared either way. "But take it away."

Homura nodded and continued with a lowered voice as a precaution. "Fade's contract accomplished a lot more than bringing back Mado-.. Kaname-san and Miki-san. If you may recall, he wished for the disappearance of magical girls. As you may have already realized, our soul gems and telepathic powers no longer exist."

Mami nodded thoughtfully. "But that is where I have an issue. We can still transform, wield weapons, and have the same physical enhancements. By no means are we normal humans either."

Homura was quick to explain. "Yes. I would assume it comes from two possibilities. Either Fade lacked the power to fully carry out his contract, or he still needs us in this state for his purposes. My suspicions lead me to believe it's the latter."

Kyouko groaned loudly. "And I thought this whole thing was over with."

A bothered look crossed Homura's face. "Unfortunately, the extent and specifications of his contract is unknown; I do not know how much of the world his wish affected, nor what the resulting consequences may entail."

"What about Kaname-san and Miki-san?" This time, unsurprisingly, it was Mami. Obviously she wanted nothing to do with the ramifications of the contract - which Homura still firmly believed were critical to discover.

But Homura proceeded to continue anyways. "I have not heard anything about their continued disappearance, which leads me to believe that their existence has been wiped from this world."

"What does that mean?" Suddenly, Kyouko was interested again.

"To the rest of the world, they never existed." Homura's answer was blunt. A fresh pang of guilt throbbed deep in her heart when she thought about how Madoka would take the news.

But another speculation stole the spotlight in her mind as she noticed a strange, indiscernible look cross Kyouko's face. One moment it was there, and in another instant it was gone.

"Well, that's just screwed up, isn't it?"

Homura slowly nodded, suddenly wondering if she was the one acting strange. Her mouth twisted into a contemplative frown. "So?"

"_So?_" Kyouko echoed, before realizing that they were not getting anywhere. She shrugged and held her hands out, trying to show her empty palms in a gesture of openness before realizing she was still clutching the paper bag of taiyaki. "That's what _I'd_ like to ask."

"I should be going now," Mami interrupted, aware that there was no point in staying any longer. She took a brief glance at her watch, frowning thoughtfully. "School starts in half an hour."

"I guess I'm off too," Kyouko chimed in. She made to leave, but quickly realized that Homura remained rooted in place. "You're staying?"

"I have things... to finish." Homura muttered, not glancing in Mami's direction. "I will be there shortly."

Unaware of the dour mood, Kyouko let a mischievous grin spread across her face. "Ah, come on _Homura-chan_!" She nudged the bulging bag of taiyaki towards Homura, who simply regarded it with a hint of reluctance. "Want some?"

Homura shook her head.

Kyouko shrugged, though more out of an expression of sympathy than disappointment. "Have it your way."

When Kyouko left, Homura turned towards Mami with the slightest trace of confusion evident in her otherwise composed expression. "Don't you think she was acting strange?"

Mami gave a passing glance after the girl in question. "Was she?" She started to shake her head to say no before slowly realizing that perhaps Homura's intuition was correct.

"You may be right. Has she ever offered to share food before?"

Homura heaved an exasperated sigh, momentarily returning from her contemplation. "Well, there is that too, I suppose... I was just curious to know why Kyouko has been acting so distant lately."

Mami offered a knowing smile. "She's just shy. And I'm sure she doesn't want to burden you any more than she already has."

Homura scoffed, feeling more annoyed and bothered than before. "Leave it to her to think of the strangest things. That aside, I remembered I had one more thing to show you."

She reached into the pile of books, and pulled out a heavily annotated document with various charts and statistics.

"What is that?" Mami asked, though the hesitation in her tone indicated that she was reluctant to know.

"The city's power grid energy readings." Homura stated evenly. "I happened to stumble across this during my research. Upon closer inspection, I discovered that the power grid had not been overloaded anytime recently."

"What are you trying to say?"

"It was Fade's doing." Homura said gravely. "He manipulated the skylights when he was repairing them, and shut them off under his own discretion."

"I see." Was all Mami said as she checked her watch again. "My apologies, but I really do have to go, Akemi-san. Perhaps next time."

"Make of it what you will," Homura called out to Mami as she left. "But despite what you may like to believe, we have not yet achieved closure on our problems."

* * *

Mami left the library and went after Kyouko with an inkling of where she might have gone. Her intuition turned out to be correct as she found the girl in question on the riverside bank, arms hugging knees that were pulled up to her chest like last time. The half eaten bag of taiyaki lay by her feet. Falling sakura leaves danced across the surface of the gently flowing sunlit river.

"I thought you might be here." Mami said as she approached Kyouko from behind. She gestured at the spot beside her. "Mind if I sit here?"

Kyouko didn't turn to look; her face as calm as the river she was facing. "Do what you want."

Mami heeded Kyouko's words as she sat down carefully, smoothing her pleated skirt. Her golden hair drooped downwards as she tilted her head to glance up wistfully. Then: "Brings back memories, doesn't it?"

"I guess." Upon realizing that Mami was not planning on leaving anytime soon, Kyouko fished out a piece of taiyaki and offered it in a casual gesture. "Want one?"

"Thank you." Mami politely accepted the bestowed pastry, which felt heavy in her hands. But she didn't eat it. "How are you feeling?" Mami finally asked.

"How am I feeling?" Kyouko repeated, shrugging as she absentmindedly picked at a few strands of grass. She watched as the gentle breeze blew them away from her outstretched hand. "Fine, I guess. It's kinda slow these days, without any wraiths to fight. Not that I'm complaining though."

Mami gave Kyouko a studying look, watching for any signs of unusual behavior. "Akemi-san said she thought you were acting strange." She paused, carefully picking her words. "It's about Miki-san, isn't it?"

"Tch." Kyouko sighed and threw her arms behind her head. An exasperated smile tugged at the corners of her lips. "I guess I can't hide anything from either of you. So what are you going to do? Scold me like you did to Homura?"

"So you were eavesdropping.."

"It was harder not too."

Mami remained subdued. Then, with a faraway look, "Was I wrong?"

"Hell if I know," Kyouko snorted derisively. "God knows _I'm_ not planning on picking sides."

"I suppose you are right. How is Miki-san?" Mami prodded gently, returning to the original issue. "If possible, I'd like to visit her."

"She's fine." Kyouko didn't bother to elaborate, but Mami knew better.

"Your face says otherwise." Mami sighed when Kyouko didn't bother to respond. "I see how it is..."

"I should have expected it to turn out this way," Kyouko started, the words flowing faster and faster as she opened up. "Saving someone as stupid as her, someone willing to throw away her life for a pointless sense of justice - I should have known."

"Do you regret your decision? What if she does not recognize you as a friend and hates you instead?"

"There was a time when a moron decided to reach out to another idiot, even though she thought she didn't need any help." The slightest trace of an amused smirk, twisted with irony, alighted on Kyouko's paste-covered lips. "Now it's her turn to return the favor."

"I could help." Mami offered feebly.

Kyouko solemnly shook her head and waved dismissively. "Don't worry about me. I can handle it just fine."

Her statement prompted Mami to smile endearingly.

"What?" Kyouko asked, instinctively bringing a hand up to her face to check for remnants of taiyaki.

"It's almost like you've grown up, Kyouko."

Mami's observation compelled Kyouko to look away. "What's with that statement?" She mumbled, her cheeks tinged a bright red. "You're not making any sense.."

"You've become much better at handling things."

"Well, I don't know if I'd say _that_," Kyouko laughed bitterly, gazing at the clouds that spanned the sky. "I don't know why I'm so damn weak." She turned, studying Mami as she wondered how she, on the other hand, was so strong. It was unfair: some people were just better at hiding their problems than others. But Kyouko knew if she asked Mami, the blond girl would come up with some believable excuse to explain, which wouldn't make Kyouko feel any better.

So Kyouko, on her part, tried to come up with an adequate response. "I guess I'm thankful." She finally managed. "To both of you. But I'm fine now."

This time it was Kyouko who stood up first as she brushed off stray blades of grass from her jacket.

"Tell Homura I said thanks." Kyouko said to the flowing river, though her words were directed towards Mami. "But this is my fight now. I have to fix what I started."

And then Kyouko left, striding away from Mami's view. Never before had Mami imagined watching someone's back fade into the distance would seem so nostalgic and saddening as it did right now.

* * *

It was thirty-seven steps to the end of the driveway, and another thirteen to the door. Fifty steps in all. Each one had been long and oppressive, and yet the whole trip had been too rushed and sudden all together.

It was, quite frankly, the literal composition of a guilt trip. Even though this was Homura's house, even though she had made this previously insignificant trip dozens of times, it was now all unfamiliar. Even the color of the sidewalk approaching the front door - Homura was used to looking down, it seemed - looked foreign.

In the past, there was nothing to look forward to. White-washed walls surrounded an empty room, with only the dull ticking of a grandfather clock to break the stifling silence that always pervaded. The television, muted while the news channel flickered on, provided no more comfort. Now it was different. The once bare home did not look as drab, simply because there was someone else residing inside.

Soon enough, Homura stood before the large, impassive front door. Should she enter? Or should she come back at a later time? And then the door swung open, a bright smile taking its place as Madoka beamed at Homura.

"Good morning, Homura-chan!"

So Homura didn't have to choose after all.

"Madoka..." Homura started, lighting up slightly at the sound of her voice. She noticed the school uniform Madoka was donning, and her frown deepened with a touch of concern. "I see you are very eager to go, but should you be up and walking already?"

The reassuring smile Madoka wore made Homura's heart tremble. "Don't worry about me."

"Even if you say that..." Homura trailed off, not knowing how to finish her sentence.

And with that, Madoka darted ahead, her skirt twirling. She turned and extended a friendly hand back towards Homura, brimming with excitement. "Let's go, Homura-chan!"

She beamed again, and Homura couldn't think of anything to say to that, so she simply nodded. "Yes, let's."

As they made their way towards school, down lively, bustling streets, Homura's thoughts wandered. After the sudden disappearance of DAWN and the wraiths, and the equally as jolting return of Madoka and Sayaka - which in itself should never have been possible, unless there was more to this world than Fade chose to disclose - she and Mami had decided that it was best if Madoka remained with Homura and Sayaka with Kyouko. "_Until further instruction_," - that had been Mami's exact words. Not that Homura knew what that meant, nor was she willing to find out either.

Homura had always yearned for this ending. That had been the point of her time loops. But now that it had surfaced, she did not know what to do. Was it truly possible for the magical girls to continue with a normal life, ignorant of the darker workings just beneath their view?

"Madoka, I have something to tell you," The guilt-laden words were out before Homura could stop herself. And once they were, there was no turning back. "To be honest, your existence has been-"

Madoka stopped, turning with a distant smile. "I know. I saw everything."

"And you are fine with that?" Homura was taken aback. "No one remembers you. Not your family. Not even Tomoe-san or Sakura-san. And I am not sure of how much of Miki-san's memories with you have been lost either."

"But you still remember me, Homura-chan. That's all I need."

Madoka smiled sweetly: a smile that made Homura's heart ache and burst with shame, guilt, and a deep sadness. Homura couldn't tell Madoka that she had given up on bringing her back: the guilt of that ravaged her heart. And in that moment, a part of Homura wondered why it had to be her - Madoka's overflowing compassion and friendship was more than she could ever hope to deserve. Surely if it was someone else - someone as virtuous and saintly like Mami - they would be able to offer Madoka the happiness she was entitled to.

But it wasn't. And Homura, armed with her insecurity and overwhelming imperfections, was no match for Madoka's innocence. She let her fingers trail down to the pink-hearted necklace as they gently rested on the cold, smooth exterior, wondering if a similar cold lock had been placed over her heart.

Homura reached back into the cascades of her dark hair, pulling out the red ribbon and offering it back to its original owner. "I believe this is yours."

But Madoka simply took Homura's cold hands in her soft, warm ones and closed them with the ribbon still inside. Then, she gently shook her head. "It's yours."

"_Another unwanted reminder of the dark past_," Homura thought bitterly. But she didn't say it out loud. Instead, she forced a weak smile, re-tied it, and mouthed, "Thank you."

Madoka, on her part, had discovered something else by the wayside that captivated her attention. She returned, gently holding a rose up to the morning sunlight. Madoka gazed at it, fascinated. "Look at it, Homura-chan! Isn't it beautiful?"

Homura continued to wear the weak smile that veiled the emotions beneath. "It's.. lovely."

She knew it was thanks to Madoka that the world could be as beautiful as it was today - or even exist. Her sacrifice was not in vain. Granted, it was Fade that had finally ended the reign of the wraiths, but Homura could not even think to give him credit.

But now there was the question of what would happen to this world now that Madoka had been robbed of her deity status. Fade's contract had eliminated the concept of magical girls; the idea that they would have to endure despair. As such, Madoka no longer had to bear the world's misery and ordeals. But it all sounded too good to be true. Where did all that excess entropy go?

"Where's Sayaka?"

Homura turned at the sudden question. "She's fine, with Kyouko." But of course, Homura didn't know if she really believed it. Was Kyouko doing a better job on her part?

"Oh, I see." Madoka didn't pursue the matter, much to Homura's relief.

As Madoka and Homura walked down the sidewalk, Homura's gaze drifted over the remnants of destruction. Strobing orange lights and flimsy construction tapes warned pedestrians of hazardous paths. Most of the destruction had been already cleaned within the past couple of days. But, as Mami had said, the general consensus was that an earthquake that had struck in the middle of the night. How convenient that the public eye did not stray further than that.

The trees arching down the sidewalk, mostly sakura trees, rose in gentle slopes towards the sky.

"I have to go here," Madoka pointed towards the main office. It was expected: she was a transfer student since she had technically never existed. This would be the first recognition of that fact of many others to come. Homura felt guilty, though even she knew she could not have done anything to avert this fate.

Madoka waved a distant hand. "Bye! Take care, Homura-chan!"

"Bye-" By the time Homura found it in her to lift a hand and wave back, Madoka was gone. Homura continued to walk, stopping just as quickly upon noticing someone familiar.

"Akemi-san." This time, Mami's elegant frame was blocking the narrow sidewalk. But this time, Homura couldn't quite sense that usual maternalism and concern that was so prevalent in her voice and demeanour. "We meet again."

"So it seems." Homura blankly replied, wishing she were somewhere else. She just hoped it didn't show on her face.

"I see you are coming to school."

"I had no reason not to."

Mami looked over Homura's shoulder and frowned. "Was that Kaname-san with you? Is she fine coming so early?"

"She said she was." Homura asserted, her tone a bit more defensive than she had intended.

"I see." Mami said, her impeccably golden hair flashing in the sunlight. "And what will you do if that does not turn out to be not the case?"

Homura had no answer to that, so she didn't bother faking one.

"All I am saying," Mami started, though Homura knew what was coming. "-is that we continue to look out for each other."

"And I am saying that that is not necessary." Homura said, drawing another exasperated sigh from Mami.

"I'm afraid I don't understand why not."

"It's-" Homura suddenly found it difficult to convey through words. "-a _personal_ issue."

"It was only thanks to our alliance that we were able to survive the wraiths. This time will be no different. If we stick together, we will prevail." Mami concluded, her satisfaction evident in her tone.

"It is not that simple." Homura replied. "There is no enemy this time."

"That's what I thought too." Mami agreed, frowning. "We went from the brink of death and despair to peace in the blink of an eye. But you have not changed at all."

Homura looked back with calm, focused eyes. "I suppose some of us are better at adjusting than others."

The wan smile on Mami's face was now only there for politeness. "I was hoping we would all be able to enjoy this peace."

"Some of us have other pressing matters to attend to before we can make that transition." Homura shook her head. "Ignorance is bliss, but for those who know too much like us, there is no true happy ending. Just the one that doesn't lead to despair."

Mami shook her head. "It's unfortunate you say that, Akemi-san. I truly believed we were fighting for the same thing. What happened?"

"Tomoe-san!" A chorus of conversations rang from the sidewalk. A group of girls waved towards Mami as she looked to go. And in that instant, Homura realized the insurmountable gap between her and Mami. Mami was the one with all the money, popularity, and personality. She was the saint, and Homura was the sinner. All Homura was doing was pretending; acting like what she did was significant. But now that thin, fragile veil of lies was being torn away.

"What you do is your choice." Mami said as she turned to leave. "But do not think you have the liberty to do whatever you want."

And with that, Mami was gone with her friends. Homura was left standing alone on the sidewalk; feeling ever so slighted as lines of students trailed past her until she was lost in a sea of faces.

* * *

School quickly turned into a tiresome ordeal. The classes crawled by, as slow as the hour hand in the clock Homura kept sneaking glances at. Much to her relief, no one bombarded her with questions of where she had disappeared to - questions she would have no choice but to deflect as the misunderstandings would only keep mounting. Instead, her classmates were all busy crowding Madoka: the new transfer student. Embarrassed, she shyly waved to Homura, which brightened her day ever so slightly.

Sayaka wasn't there. Homura's eyes darted around the room. Neither was Kyouko. But why had she ever assumed Kyouko would show up anyways? It was a silly thought. Somewhere upstairs, Mami would have been keeping a whole eye on the proceedings if it had not been for the loss of their telepathic abilities - a realization that made Homura feel just a bit more at peace.

Once the lectures finally ceased and the final bell tolled, Madoka had again rushed off to the front office with a brief apology and a promise that she would make it home on her own. As a result, Homura found herself walking back alone.

At first, her steps took her towards the direction of the library by subconscious memory alone, but Homura caught herself before that happened. Realizing she had wandered into an unfamiliar section of the city, she looked up. Directly above, the words "Mitakihara City Arcade" flashed in a blinding neon red. Broken chatter, coupled with the drone of music and video games, sounded from within. A narrow alleyway snaked past the arcade, leading back in the direction of her house. This shortcut, Homura took.

Of course, if the menacing darkness that blanketed the path was not enough of a foreboding indicator, the walls definitely were. The steel-colored paint was chipping away in large sections, and dark red stains smeared the walls as if someone had thrown a bucket of paint. Graffiti was scrawled everywhere else at impossibly crooked angles.

A moment later, Homura heard the air whistling before she saw the gleam of light. She flinched, her natural instincts just quick enough to allow her to duck out of the way as an object zipped by overhead. It smashed into the far wall with a loud clang. Homura sprang upright, arms ready to ward off another blow, just in time to see and recognize her assailant.

"Yo." Kyouko grinned, a stick of pocky precariously dangling from the corner of her lips. She was holding an empty soda can - similar to the one she had just thrown, now that Homura had assessed the whole situation - in one hand. The other was casually jammed in her pockets. "Well, this is surprising."

"Sakura Kyouko. What was that for?" Homura demanded, wincing from the closeness of the attack. She had been out of practice fighting wraiths for only a couple days, but it seemed that her skills were already starting to wane. Kyouko, on the other hand, looked as fit as ever - a trait that was undoubtedly forged by her unique lifestyle.

"Sorry, didn't realize it was you." Kyouko apologized and tossed away the other can, though the smug grin still remained. She looked pleased with herself that she had made Homura jump the way she did. "Some punks tried to mess with me yesterday. I had to teach them a lesson."

So that explained the red stains.

"Besides," Kyouko was still talking. "It's not often you show up around here. Hell, isn't this your first time?"

"You don't believe I would stop by at an arcade for the sake of it?" Homura asked with a hint of defensiveness, though both of them knew the answer without needing to say it. Her eyes wandered to Kyouko's faded green jacket, and she wondered if it was more tattered than she remembered.

It probably was.

"Well, don't get all friendly just 'cuz we worked together a couple of times." Kyouko said, a menacing smile twisting her lips. She brought her hands together as the sharp cracking of bones echoed off the grimy walls to add effect.

Homura didn't mention the fact that she wasn't trying to get friendly at all. Instead, she said, "You should have come to school."

"Don't gimme that. You sound like Mami now." Kyouko arched her eyebrows, giving Homura a studying glance. "Or what, will that ease your mind?"

"I wouldn't say that."

"I didn't think you would. But Mami sure as hell does." Kyouko folded her arms as an unusually contemplative expression clouded her face. "You know, I've always wondered something."

Homura just hoped it wasn't a troublesome question. Not that she was planning on answering anyways.

"Among you, me, and Mami - who's the strongest?"

So it was. "Tomoe-san is rather intimidating when she is angry." Homura commented offhandedly, the argument still fresh in her mind as she wisely avoided picking an answer.

"So are you." Kyouko suddenly pointed out.

Homura raised a perplexed eyebrow. "I don't get angry-"

"You seemed pretty angry when you fought with me. You know, during when we were fighting the demons."

Ah, that was right. The memory came rushing back, and Homura suddenly felt a stab of guilt lance her heart. "Look, I apologize for anything I-"

"Ah, don't worry about it. It's all in the past anyways." Kyouko was back to grinning, though Homura hadn't realized she had sobered in the first place. She cocked her head thoughtfully. "Buut... you could treat me, if that'll clear your conscious."

"You just ate." Homura pointed out. Actually, she didn't know - but knowing Kyouko, it was more likely true than not. And where did that pocky stick - the one hanging from Kyouko's mouth just a few seconds ago, or at least Homura swore it was - vanish off to?

"So?" Kyouko shrugged as Homura's intuition appeared to be correct. "I'm a growing girl."

Homura resisted the urge to retort that there were other pressing areas about Kyouko that needed growth, particularly the space in her head. Instead, Kyouko directed her to the nearest food stand promptly ordered another bag of taiyaki - how many of those she consumed in a day, Homura could only hope to guess. At least Homura had long since figured out - thanks to her observation of Kyouko's daily caloric intake - that even though they were no longer magical girls, their bodily and physical enhancements remained.

"That'll be a thousand yen." The vendor directed his words towards Homura after quickly deducing from Kyouko's appearance that she wouldn't have the money to pay, though the irony was lost upon both girls.

Homura sighed resignedly. Like Kyouko had said, clearing her conscious and keeping her sanity was worth it. She just hoped it wouldn't become the first of many to come. Homura forked over the money, her hand wavering with exaggerated reluctance.

Nearby, Kyouko was busy indulging herself in her rewarded snack. She took one voracious chomp that beheaded the fish in her hand, and grinned in satisfaction. "Thanks, _Homura-chan_!"

"Don't call me Homura-chan." Homura said with a glare. "Didn't I tell you that already?"

Though, Homura quickly realized it wouldn't have mattered anyways. And not that Kyouko was paying attention either. Instead, she had momentarily stopped devouring her food and was training a wary ear to the nearest alleyway.

"Oh, shit." A challenging look alit on Kyouko's face as one of dread overtook Homura's. "Here they come."

"Here _who_ come?"

"_Them._" A gang of unruly, shabbily dressed thugs, armed with broken pipes and switch knives, rounded the far corner. Upon noticing Kyouko, they suddenly pointed and charged towards the two girls at full speed. Homura had no time to think as Kyouko quickly grabbed her by the wrist and dashed away at full speed.

"What on earth did you do?!" Homura demanded once she had realized the perilous situation and finally managed to regain control of her legs.

Kyouko's smirk was smug. Beckoning, almost. "Do you really want to know?"

If Homura had the breath to heave an exasperated sigh, she would have. "No. I suppose I don't."

The sound of angry chatter and footsteps seemed to be getting closer, so Kyouko took a sharp turn and led Homura into the adjacent alley.

"Here," Kyouko quickly gestured towards the scattered mess up ahead. Clusters of trash cans, low-hanging clotheslines, and narrow walls looked like something out of an obstacle course. "Wanna learn how to parkour?"

"That sounds dangerous. Can I opt out?"

"Too late for that!" The voices grew nearer as Kyouko and Homura started to race down the alleyway. They leapt over strewn trash cans and God knows what else - or more like Kyouko was dragging Homura most of the time - but still managed to cover ground. When they rounded the next corner however, they reached their final destination.

A brick wall blocked off the alleyway. A dead end. The pounding of footsteps grew increasingly louder until the gang of thugs also rounded the bend and had the two girls within their grasp.

"Well, shit." Kyouko muttered, though her challenging expression still remained. Her eyes burned with the look of a cornered animal. "Looks like things are gonna get a bit ugly."

The nearest delinquent, a scrawny man with tattoos running up and down his arms and a mohawk to boot, cautiously stepped forward. From his hesitant demeanor, and the way he carefully eyed Kyouko, it was obvious that she had forged quite the reputation.

"Well look here, bitch," He sneered with a murderous look in his eyes. A self-satisfied, yet wary, look crossed his face, as he himself was surprised by the sudden turn of events. "We're gonna pay you back for yesterday."

"Then I hope you're ready for round two!" Kyouko spat, jerking forward.

The man flinched, but not before he realized he was the one holding the steel pipe. Another malicious smirk twisted his lips as he and the rest of the gang slowly advanced on the two girls.

"Um, Homura?" For her initial outburst, even Kyouko seemed a bit unsure of what to do. "Got a plan?"

But Homura was busy assessing the situation. At least twenty goons stood between them and freedom. It seemed that fighting was not the wise option. In that case...

"Look." Homura suddenly held up her empty hands for all to see. Everyone else stopped moving, either surprised by the authority of her voice or interested in what she was going to say. "I'm sure we can settle this in a civilized manner-"

"Hey!" A voice cried out from the back. "I've seen her before! She was the one walking with the other pink-haired idiot this morning."

_Pink-haired idiot..._

The words echoed around in Homura's subconscious before finally registering. And somewhere deep down, something awoke within her.

"Oh, that was most unwise of you." When Homura finally gazed up again, her eyes reflected the scorching sun. "_Most. Unwise. Indeed._"

A few minutes later, she stood in the midst of strewn, faintly groaning bodies. A fresh layer of red paint had been applied to the walls.

Kyouko, who had done nothing but casually much away at her taiyaki and watch the scene before her unfold like an action sequence, grinned again. "Thanks, _Homura-chan_! Just for today, you can be the strongest in my book."

Homura flashed her a glare. "You know-"

"As my thanks, I'll show you around a bit." Kyouko wisely backed off from the sound of Homura's annoyed voice, though her knowing laughter echoed all the way down the alleyway. Upon reaching the end, she gestured towards and opened a door that seemed to blend into the wall.

"Want a tour?" Kyouko jabbed a thumb towards the room behind her.

"I think I'll decli-"

"Oh, don't be like that. C'mon already." Kyouko said, grabbing Homura's wrist and pulling her into the cold and dank expanse. She moved as a silhouette in the darkness, her jacket and crimson ponytail trailing behind her.

Flipping on a switch that heralded in some much needed light, albeit very faint, Kyouko gestured at the space around her. "Welcome to my humble abode."

Homura gave a brief glance at the shredded sofa and the wrapper-filled table; the only furniture in the dim room. Dust layered the area like snow. "With the money Mami was willing to lend you, I would have expected better."

Kyouko laughed, her spirits not dampened by Homura's criticism. "You've got a real good sense of humor, y'know? Actually my apartment's not too far from here, but this place feels like home too."

"Why did you move?" The question Homura had recently been curious about was out.

"Probably the same reason as you. I didn't want to have to depend on Mami all the time." Kyouko looked a little apologetic, if it was possible. "Feels like I'm stocking up on debts that I'll never be able to pay off anyways."

"I moved because I already owned a house."

"Oh." Kyouko shrugged, a little disappointed. "Well, I guess it's just me then."

"Besides," Homura continued. "I doubt Mami expects you would pay off those debts."

"Oh, really?" Kyouko was back to grinning. "I guess that makes two of us, then."

She sauntered over to the couch and fell down. A cloud of dust motes ballooned up in a mushroom-shaped explosion. "So, what's up?"

Homura opened her mouth to talk. "I was simply wondering if-"

"Needed someone to talk to?"

Homura closed her mouth, sighing internally, and reluctantly nodded. Even Kyouko could be perceptive at times.

Kyouko flashed her fang as a knowing look crossed her face. "I get it. Normally I don't let anyone bother me, but if it's you, I'll make an exception. I'm all ears."

"Kyouko." Homura approached the girl, debating whether to sit beside her or stand. In the end, she chose the latter. "What are your plans now? Will you stay in this city?"

Kyouko gave her an examining look. "Well this _is_ my territory, after all."

"You're _still_ going on about that?"

"You have a better idea?"

"No, but-"

"We only worked together to fight the wraiths," Kyouko stated conclusively, folding her arms. "And now they're gone. There's no point in worrying about what everyone else is doing."

"I suppose you are right." It was Homura's own argument worded differently, but when pitted against her, she couldn't help but realize the selfishness behind it. "I would have expected as much from you. Even when fighting the wraiths, we had already begun to distance ourselves."

"You know," Kyouko sighed, and focused her attention elsewhere; anywhere else than in the direction of that calm and piercing stare. "I didn't really mean what I said earlier, about there being nothing between us. I just don't normally trust people."

Homura slowly nodded, trying to understand. "But you seem to get along well with Tomoe-san."

"Well, you could say that." Kyouko shrugged. "Or at least, that's what she'd tell you. Mami just likes to think she can help everyone. Is it stupid? Yeah. Is it naive? Of course. And maybe she's a bit controlling at times, but I can't find it in me to blame her. Maybe I'm just too lazy to care."

Homura chewed over the words as she nodded wearily. She knew Mami, despite her pious attitude, truly cared about them. A strange feeling - was it jealousy? - still tugged at the back of her mind.

"Mami's just different, y'know?" Kyouko was still talking. "She's not like either of us. Too goddamn strong and perfect. But us - we're sorta alike. At least, I know you're far from perfect."

Homura shot her a cold stare, but didn't bother to retaliate verbally.

Kyouko held her hands up. "We're more similar than I used to think. That's all I'm trying to say."

"I suppose so." Homura heaved a sigh, her mind a little more at ease. Her detour had turned into a beneficial outcome after all. "We had our issues in the past, but I'm willing to let bygones be bygones."

Kyouko seemed to agree. "Look, I don't know a lot about you. Hell, I probably don't know anything. But I've decided that you're a good person after all."

And while Kyouko was talking, she had already led Homura to a door in the back of the room. Opening it yielded the blast of chatter and noise from the arcade - Kyouko's small hovel had turned out to be a secret compartment tucked away at the far corner.

"So, I assume we're good now?" Homura asked.

Kyouko laughed and flashed a grin. She reached out and wrapped an arm around Homura's shoulder in a gesture of intimacy as if they were old chums. Which, judging by the look on Homura's face, could be called into question.

"Yeah, we're cool. We're like the superheroes of this city. I'm Robin and you're Batman. How does it go? You're the hero that no one ever wanted, but still shows up every now and then..."

"Kyouko."

"You're the hero that watches people from the shadows-"

"_Kyouko_."

Kyouko held up her hands, releasing Homura. "I'm kidding. Don't take it so seriously."

If Homura knew she was joking, she didn't show it.

"Here!" Kyouko gently pushed Homura in front of a nearby arcade machine. Pixelated images of spaceships and laser beams flashed on the dark screen.

"No, I really couldn't-"

"Don't worry about it!" Kyouko flashed another grin, handing Homura a quarter. "I've got tons!" She proclaimed, patting her bulging pockets which, Homura now realized, were full of loose change. How Kyouko had managed to escape the thugs in that state, Homura didn't know.

And of course, Homura decided not to ask where she had gotten the coins. She pretended not to notice the 'Out of Order' sign on the ATM at the far wall - that would have been Mami's job.

"It's a great game," Kyouko was saying. "They just installed it recently."

"Really..?" Homura muttered out loud, immune to Kyouko's enthusiasm. "...Looks terrible."

"Ah, don't say that without trying!"

Within the span of a few seconds, the screen flashed with the words "GAME OVER". The odd irony of those words made Homura blink a few times until she was sure she had lost. Just one wrong move and it was all over so quickly. It seemed that life was no different.

"Wow.." Kyouko shook her head in mock disappointment. At least, Homura assumed Kyouko's gesture contained sarcasm. "You really suck at this."

Homura opened her mouth to apologize - for what, she didn't really know - but caught herself. This wasn't what she was here for.

"How's Miki-san?" Homura regretted asking the instant the words were out. Kyouko's once bright and carefree face fell as she sobered.

"Fine." Kyouko finally said, though it seemed like more to convince herself than to answer Homura's question. "She's fine."

Homura didn't follow-up with another question. Instead, she looked at Kyouko, searching for hints of her true feelings in her expression. But Kyouko was looking right on through.

"I've just gotta bear with it, y'know?" Kyouko managed an uncharacteristically brief, hopeful smile. "That's the only way to keep my sanity. And maybe one day, it'll all turn out okay."

Kyouko was lost in and full of her confidence. And for an instant, Homura saw herself and the manifestation of her feelings so desperately wanting to cry out. For a moment, she believed Kyouko. Everything she had been doing was overwhelmingly foolish, and all she had to do was reach out and grab the happy ending right in front of her eyes.

But that was naive, and Homura knew it.

"Yes, perhaps..." Homura said, trying to be generous and give Kyouko the benefit of the doubt. She didn't want to say otherwise.

"I see you're wearing that," Kyouko pointed towards the pink-hearted necklace Homura was wearing, but her gaze didn't follow. "-that's cool, I guess."

The amber, afternoon sunlight that trickled into the arcade as someone left brought Homura out of her thoughts and reminded her of how late it had become.

"I should go." Homura said as she pulled herself away from the arcade machine. Kyouko merely nodded her acknowledgement.

"Oh, and Homura?" Kyouko had her back to the raven-haired girl. Her voice trembled slightly. "-Come back when you're not so busy. Maybe I'll show you around some more."

Homura simply nodded, and left the darkness of the arcade.

It was only after Homura walked back out into the dreary streets, into the dying light at the close of the day, that she realized that that was probably Kyouko's way of thanking her for everything. Homura wrapped her coat tighter around herself and started to walk.


End file.
